The Offering 

The proceeds from the Offering will be used to (i) redeem the entire outstanding amount of the Issuer’s 2.750% Senior Secured Notes due 2026, (ii) partially repay amounts outstanding under certain of the Group’s debt facilities and (iii) pay any fees, costs and expenses incurred in connection with the foregoing. The Group intends to allocate an amount equivalent to the net proceeds of the Offering to finance or refinance a portfolio of eligible green projects.

Forward-Looking Statements 

This announcement may include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,” “should,”, “target”, “will” or “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts and include statements regarding the Group’s or its affiliates’ intentions, beliefs, assumptions or current expectations concerning, among other things, the Group’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industries in which they operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Many factors may cause the Group’s or its affiliates’ actual results of operations, financial condition, liquidity and the development of the industries in which they operate to differ materially from those contained in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

Offer and Distribution Restrictions

Any materials relating to Offering, including this announcement, do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.

The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or non-U.S persons outside the United States in reliance on Regulation S under the Securities Act , subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. The Notes and the guarantees thereof have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

European Economic Area

Neither the Offering, nor any other transactions set forth in materials related to the Offering or this announcement constitutes a non-exempt offer of securities to the public within the meaning of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”) and the Offering of the Notes is not subject to the obligation to publish a prospectus under the EU Prospectus Regulation. This announcement is not a prospectus for the purposes of the EU Prospectus Regulation. 

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(l) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Article 2(e) of EU Prospectus Regulation.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offering are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Financial Promotion Order”)) or persons who are within Article 49(2) of the Financial Promotion Order or any other persons to whom such documents and/or materials may otherwise lawfully be communicated or caused to be communicated under the Financial Promotion Order. The Notes are not being offered to the public within the meaning of the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”)) and the Offering is not subject to the obligation to publish a prospectus under the UK Prospectus Regulation. This announcement is not a prospectus for the purposes of the UK Prospectus Regulation.

Canada

The Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.

General

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or sell, or a solicitation of an offer to sell or buy the Notes in any circumstances in which such offer or solicitation is unlawful.

DISCLAIMER

No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes into are required by the Issuer to inform themselves about, and to observe, any such restrictions.