PART II - THE OFFERING
5.6 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of Prospectus: 11 August 2011
Completion of the Offering: The Offering will be completed when the Transaction Shares have been subscribed for and the capital increase has been registered with the Danish Commerce and Companies
190 Agency, which is expected to take place on 11 August 2011.
Admission to trading and official listing of
the Transaction Shares is expected to take place on: 15 August 2011 5.7 WITHDRAWAL OR SUSPENSION OF THE OFFERING
The Offering cannot be withdrawn.
5.8 PAYMENT
Payment for the Transaction Shares will be made through the transfer of the Transferred Stakes.
5.9 COMPLETION OF THE OFFERING
The Offering will be completed when the Transaction Shares are issued by the Company and registered with the Danish Commerce and Companies Agency, which is expected to take place on 11 August 2011. The completion of the Offering will be communicated in a company announcement which is expected to be released through NASDAQ OMX Copenhagen on 11 August 2011.
5.10 JURISTICTIONS INTO WHICH THE OFFERING WILL BE MADE AND RESTRICTIONS RELATING TO THE OFFERING
5.10.1 Where the Offering will be made
The Offering consists of a directed issue of shares to GWM RE, Italy.
5.10.2 Restrictions applicable to the Offering
General restrictions
The distribution of this Prospectus and the Offering may, in certain jurisdictions, be restricted by law, and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus does not constitute an offer of or an invitation to purchase or subscribe for any Transaction Shares in any jurisdiction in which such offer or solicitation would be unlawful.
The Company requires persons into whose possession this Prospectus may come to inform themselves of and observe any such restrictions. The Company accepts no legal liability for any violation of these restrictions by any person, irrespective of whether such person is an Existing Shareholder or a potential purchaser of or subscriber for the Transaction Shares.
This Prospectus may not be distributed in or otherwise be made available in, and the Transaction Shares may not be offered or sold, directly or indirectly, in the United States, Canada, Australia or Japan, unless such distribution, offering or sale is permitted under applicable laws in the relevant jurisdiction, and the Company must receive satisfactory documentation to that effect. This Prospectus may not be distributed in or otherwise made available, and the Transaction Shares may not be offered or sold, directly or indirectly, in any jurisdiction outside Denmark, unless such distribution, offering or sale is permitted under applicable laws in the relevant jurisdiction, and the Company may require receipt of satisfactory documentation to that effect. Due to such restrictions under applicable laws, the
191 Company expects that some or all investors residing in the United States, Canada, Australia, Japan and other jurisdictions outside Denmark may not have the Prospectus distributed to them and may not be able to subscribe for the Transaction Shares. The Company makes no offer or solicitation to any person under any circumstances that may be unlawful.
Selling restrictions in the United States
The Transaction Shares have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any such regulatory authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The Transaction Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States. No transfer of and no offer or sale of the Transaction Shares are permitted unless in connection with an offering or sale under Regulation S.
Any person who wishes to subscribe for Transaction Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this Prospectus and delivery of Transaction Shares, either that he is acquiring the Transaction Shares in an offshore transaction as defined in Regulation S in compliance with Regulation S, or pursuant to an effective registration statement under the U.S. Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
In addition, until the expiration of 40 days after the closing of the Subscription Period, an offer to sell or a sale of Transaction Shares within the United States by a broker or dealer (whether or not it is participating in the Offering) may violate the registration requirements of the U.S.
Securities Act if such offer to sell or such sale is made otherwise than pursuant to exemptions under the U.S. Securities Act.
Due to such restrictions under applicable laws and regulations, the Company expects that some or all investors residing in the United States may not be able to subscribe for the Transaction Shares.
Selling restrictions in the European Economic Area
In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each a “Relevant Member State”), no offering of Transaction Shares to the public will be made in any Relevant Member State prior to the publication of a prospectus concerning the Transaction Shares which has been approved by the competent authority in such Relevant Member State or, where relevant, approved in another Relevant Member State and notified to the competent authority in such Relevant Member State, all pursuant to the Prospectus Directive, except that with effect from and including the date of implementation of the Prospectus Directive in such Relevant Member State, an offering of Transaction Shares may be made to the public at any time in such Relevant Member State:
(a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
192 (b) to any legal entity fulfilling at least two of the following criteria: (i) an average of at least 250 employees during the last financial year, (ii) a total balance sheet of more than EUR 43,000,000, and (iii) an annual net revenue of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;
(c) to less than 100 individuals or legal persons (except for “qualified investors” as defined in the Prospectus Directive) subject to the prior written consent of the Company; or
(d) in any other circumstances which do not require the publication by the Company of a prospectus under Article 3 of the Prospectus Directive.
For the purposes of the above, the expression an “offer of Transaction Shares to the public“ in relation to any Transaction Shares in any Relevant Member State means the communication, in any form and by any means, of sufficient information on the terms of the Offering and the Transaction Shares so as to enable an investor to decide to purchase or subscribe for the Transaction Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The term
“Prospectus Directive” means Directive 2003/71/ EC and includes all relevant implementation procedures in each Relevant Member State.
Selling restrictions in United Kingdom
This Prospectus is only being distributed to, and is only directed at, (i) persons outside the United Kingdom, or (ii) “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) “high net worth entities” and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons being collectively referred to as “Relevant Persons”). The Transaction Shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire Transaction Shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Prospectus or any of its contents.
Selling restrictions in Canada, Australia and Japan and any other jurisdictions outside Denmark
The Transaction Shares have not been approved, disapproved or recommended by any foreign regulatory authorities, nor have any such authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. Due to restrictions under applicable laws and regulations, the Company expects that certain or all investors residing in Canada, Australia, Japan and other jurisdictions outside Denmark may not be able to subscribe for the Transaction Shares.
5.11 INTENTIONS OF MAJOR SHAREHOLDERS OF THE COMPANY, MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD TO PARTICIPATE IN THE OFFERING
The Transaction Shares have been allocated to GWM RE. No other persons will subscribe for Shares in the Offering.
5.12 PLAN OF DISTRIBUTION
193 The Transaction Shares have been allocated to GWM RE.
5.13 PRICE DISPARITY
No persons have been granted the right to subscribe for Transaction Shares at a preferential price, and consequently, there is no price disparity.
5.14 PAYMENT INTERMEDIARIES Not applicable.
194
6 ADMISSION TO TRADING AND OFFICIAL LISTING
The Company’s Existing Shares have been admitted to trading and official listing on NASDAQ OMX Copenhagen under the following ISIN: DK0010240514.
The Transaction Shares are expected to be issued through VP SECURITIES A/S on or immediately after 11 August 2011. The Transaction Shares will be admitted to trading and official listing on NASDAQ OMX Copenhagen no later than three banking days after the issue thereof.
6.1 MARKET MAKING
The Company has not entered into any market maker agreement.
6.2 STABILISATION
No stabilisation measures will be undertaken following the Offering.
195
7 LOCK-UP AGREEMENTS
No lock-up agreements have been entered into.
196
8 EXPENSES
The Offering comprises the issue of 53,722,347 Transaction Shares issued against payment in kind of the Transferred Stakes. The Company will not receive any cash proceeds from the Offering.
The costs payable by the Company in connection with the Offering are estimated at DKK 7.5 million.
197
9 DILUTION
The Offering consists of the issue of 53,722,347 Transaction Shares of DKK 5 nominal value each against payment of the entire share capital in GWM and the 50.03% stake in Global Litator at a market price of DKK 18.85 per Transaction Share. The Company will not receive any cash payment in connection with the Offering. All Transaction Shares will be subscribed for by GWM RE.
As the Offering is subscribed for solely by GWM RE, the expected dilution effect will be approximately 50.4% and will change the Major Shareholders’ ownership as shown in the table below:
No. of shares
Ownership (%)
No. of shares
Part of the
Offer (%) No. of shares
Ownership (%)
Ownership (%) incl. exercise of option Major shareholders
GWM Renewable Energy II S.p.A 10,700,000 20.21% 53,722,347 100.00% 64,422,347 60.40% 60.40%
GWM/Société d'Investissement à Capital Variable 3,670,000 6.93% - 0.00% 3,670,000 3.44% 3.44%
Global W ealth Managment SA, Schweiz 3,000,000 5.67% - 0.00% 3,000,000 2.81% 2.81%
Board of Directors
Peter Høstgaard-Jensen 10,000 0.02% - 0.00% 10,000 0.01% 0.01%
Luca Rovati - 0.00% - 0.00% - 0.00% 0.00%
Jean-Marc Janailhac - 0.00% - 0.00% - 0.00% 0.00%
Benjamin Guest - 0.00% - 0.00% - 0.00% 0.00%
Valerio Andreoli Bonazzi - 0.00% - 0.00% - 0.00% 0.00%
Management Board
Sigeri Diaz della Vittoria Pallavicini - 0.00% - 0.00% - 0.00% 0.00%
Eugenio de Blasio - 0.00% - 0.00% - 0.00% 0.00%
Mark Nikolaj Fromholt 25,000 0.05% - 0.00% 25,000 0.02% 0.02%
Employees - 0.0 - 0.00% - 0.00% 0.00%
Other shareholders 35,535,348 67.12% - 0.00% 35,535,348 33.32% 33.32%
New shareholders - 0.00% - 0.00% - 0.00% 0.00%
Total 52,940,348 100.00% 53,722,347 100.00% 106,662,695 100.00% 100.00%
Before the Offering The Offering After the Offering
198
10 ADDITIONAL INFORMATION
10.1 ADVISERS TO THE COMPANY
Legal advisers to the Company:
Kromann Reumert Sundkrogsgade 5 DK-2100 Copenhagen Ø Denmark
Independent accountant:
Ernst & Young
Godkendt Revisionspartnerselskab Gyngemose Parkvej 50
DK-2860 Søborg Denmark
10.2 AVAILABILITY OF THE PROSPECTUS
The Prospectus may be viewed on the Company’s website, www.greentech.dk, by persons complying with applicable selling restrictions.
A-1
APPENDIX A - ARTICLES OF ASSOCIATION
Greentech Energy Systems A/S (Company reg. no (CVR) 36696915)
Article 1. Name of the Company:
The name of the Company is Greentech Energy Systems A/S.
The Company also carries on business under the secondary names of GES Wind Development I A/S and GES Development A/S.
Article 2. Cancelled
Article 3. Objects of the Company:
The objects of the Company are to participate and invest in projects and companies the object of which are to produce energy on a commercial basis by using renewable energy.
Article 4. The Company’s share capital:
The Company’s share capital is DKK 264,701,740.00, which has been fully paid up, in shares of DKK 5.00 each.
Article 4a. Authorisation for capital increase:
The Company’s Board of Directors is authorised to increase the nominal share capital in one or more issues by up to DKK 312,309,760.00. As directed by the Board of Directors, the new shares may be paid in cash, by debt conversion or by a non-cash contribution, including through a full or partial takeover of shares or subscribed capital of another company, etc.
Any increase may be effected without pre-emptive rights to the Company’s existing shareholders, as directed by the Board of Directors. If the increase is effected in cash or by conversion of debt, it is a condition that subscription takes place at market price, however, not below DKK 105 for each share amount of DKK 100. Under the same terms, the Board of Directors may also grant pre-emptive rights to a group of shareholders determined by the Board of Directors. This authorisation is valid until 31 December 2014.
Shares issued under this authorisation shall be negotiable instruments registered in the name of the holder and may not be transferred to bearer. No restrictions shall apply to the transferability of the shares, and no shareholder will be required to have his/her shares redeemed.
Moreover, shares issued under the authorisation shall in all respects rank pari passu with the Company’s existing shares, including that each share of DKK 5.00 shall carry one vote at the Company’s general meetings.
The Board of Directors determines the specific terms for the subscription of shares under the above-mentioned authorisation and the date from which new shares will be eligible for full dividends and other rights in the Company.
Article 4b. Authorisation to issue convertible debt instruments:
The Company’s Board of Directors is authorised until 1 January 2013 to resolve on one or more occasions to raise loans for up to DKK 50,000,000 with or without pre-emptive rights to
A-2 the existing shareholders, however not by more than half of the Company’s share capital at the time when the resolution is made against convertible debt instruments entitling the holders to subscribe shares in the Company. The loans will be paid in cash. The specific terms and conditions governing the convertible debt instruments issued pursuant to the authority are determined by the Board of Directors. In case of deviations from the pre-emptive right of the shareholders, the shares must be issued on market terms.
In the period until 1 January 2013, the Board of Directors is authorised to raise the share capital in one or more stages and with or without pre-emptive rights to the existing shareholders by up to a total nominal amount of DKK 50,000,000 by converting the convertible debt instruments, however not by more than half of the Company’s share capital at the time when the resolution is made.
Shares issued under this authorisation shall be negotiable instruments issued to a named holder or to bearer. No restrictions shall apply to the transferability of the shares, and no shareholder will be required to have his/her shares redeemed.
Moreover, shares issued under the authorisation shall in all respects rank pari passu with the Company’s existing shares, including that each share of DKK 5.00 shall carry one vote at the Company’s general meetings.
The Board of Directors determines the specific terms for the subscription of shares under the above-mentioned authorisation and the date from which new shares will be eligible for full dividends and other rights in the Company.
Article 4c. Authorisation to issue warrants:
1. In the period until 1 January 2013, as resolved by the Board of Directors, the Company may issue up to 1 million warrants (nominal share capital of DKK 5,000,000) in one or more issues. One warrant will entitle the holder to subscribe one share with a nominal value of DKK 5.00. Following exercise of the authorisation on 23 April 2008 and 11 February 2009, cf. Article 4d, the authorisation has been reduced to the issue of 450,000 warrants (nominal share capital of DKK 2,250,000).
2. In the period until 1 January 2013, the Board of Directors is authorised to carry out a capital increase without pre-emptive rights to the existing shareholders and against cash payment, by up to a total nominal share capital amount of DKK 5,000,000 in connection with the exercise of warrants. Following exercise of the authorisation on 23 April 2008 and 11 February 2009, cf. Article 4d, the authorisation has been reduced to a total nominal share capital of DKK 2,250,000.
Shares issued under this authorisation shall be negotiable instruments issued to a named holder or to bearer. No restrictions shall apply to the transferability of the shares, and no shareholder will be required to have his/her shares redeemed. The shares will be eligible for dividends and other rights in the Company as from the date of subscription.
3. The authorisation in (1) and (2) hereof may be extended for one or more periods of up to five years at a time.
4. Warrants issued under the authorisation are subject to the terms and conditions stipulated by the Board of Directors. Shares issued under the authorisation shall in all respects rank pari passu with the Company’s existing shares, including that each share of DKK 5.00 shall carry one vote at the Company’s general meetings.
Article 4d. Issue of warrants: