EQS-News: clearvise AG informs about recent progress of the growth initiative clearSCALE2025

clearvise AG informs about recent progress of the growth initiative clearSCALE2025

• Resolved capital increase with subscription rights to generate gross proceeds of around EUR 25 million
• Negotiations in partnership on the planned acquisition of the Tion portfolio in progress
• Implementation of various projects for strategic portfolio expansion in sight

Wiesbaden, 22 November 2022 - clearvise AG (WKN A1EWXA / ISIN DE000A1EWXA4), ("clearvise") is driving forward its activities under the clearSCALE2025 growth initiative. The Management Board of clearvise AG has resolved with the approval of the Supervisory Board, to increase the share capital of the Company against cash contributions from currently EUR 63,457,289.00 by up to EUR 11,898,240.00 to up to EUR 75,355,529.00 by issuing up to 11,898,240 new no-par value bearer shares ("New Shares") with subscription rights for the shareholders of the Company by making partial use of the existing Authorized Capital 2022 ("Capital Increase"). The subscription price is set at EUR 2.10 per New Share ("Subscription Price"). The Company expects gross proceeds of up to approximately EUR 25 million from the capital increase, the subscription period of which is expected to start on 24 November 2022.

clearvise intends to use the proceeds from the rights issue as part of the clearSCALE2025 growth initiative to finance further portfolio expansion. A significant part of this is the planned transaction of the 159 MW European wind and solar portfolio of Tion Renewables AG ("Tion") (formerly: Pacifico Renewables Yield AG), which would greatly accelerate clearvise's growth course. The negotiations are progressing well. At the same time, clearvise plans to use the issue proceeds partially to finance the Wolfsgarten (~38MW) and Heiligenfelde (~11 MW) solar projects. Both parks are currently in the final development phase. clearvise expects the approvals for the Wolfsgarten and Heiligenfelde solar parks in December 2022 and in the first quarter of 2023. Furthermore, the remaining 20 % to 30 % of the proceeds are earmarked for other, smaller development projects from the pipeline. In the event that the transaction with Tion or one or more of the aforementioned projects does not materialise, the Company intends to use the proceeds therefrom for other pipeline projects and general corporate purposes.

Petra Leue-Bahns, Spokesperson of the Executive Board of clearvise AG, explains: "With the resolved capital increase, we have successfully initiated an important step and can use the expected proceeds specifically for the implementation of various attractive projects for our strategic portfolio expansion. All shareholders have the opportunity to participate in the capital increase by exercising their subscription rights and to accompany clearvise AG on its further growth path. One of several building blocks that should contribute to the successful implementation of our growth initiative clearSCALE 2025 is the planned acquisition of the Tion portfolio. By increasing our portfolio from 303 MW to over 462 MW, this would give us better access to alternative financing instruments such as green bonds. Negotiations progressing in partnership, in a planned and positive manner.

Negotiations in partnership on the planned acquisition of the Tion portfolio in progress

clearvise and Tion had already agreed on a coherent valuation framework for the two portfolios at the beginning of their talks. The methodologically equivalent valuation of both portfolio holdings represents an essential basis for the determination of the purchase price with regard to a possible acquisition by clearvise. Taking into account consistent electricity price forecasts and valuation parameters, the parties as of today come to indicative valuation ranges (equity value) of approximately EUR 145 million to EUR 177 million for Tions operating portfolio and of approximately EUR 207 million to EUR 253 million for clearvises operating portfolio (as of 21 November 2022). These preliminary valuation ranges also form the basis for determining the purchase price and the number of clearvise AG shares to be issued for the contribution of the Tion portfolio as part of a capital increase through a contribution in kind. The Company and Tion do not intend to provide an indication of the market value of the Tion Portfolio, the clearvise portfolio or of clearvise AG; the ranges are provided solely to indicate the current status of the negotiations about the consideration for the acquisition of the Tion Portfolio. The Company and Tion have not yet determined an indication of the relevant value of clearvise AG, an indication of the purchase price. The valuations shall be confirmed by an external auditor. Meanwhile, the technical and legal due diligence of the wind and solar parks to be acquired in the Tion portfolio is still ongoing. 

Negotiations for a cooperation agreement are also progressing: both sides have agreed that after a successful closing Tion, as an anchor investor with a target stake of around 40%, will have the right to propose two of the future six seats on clearvise's supervisory board. In addition, a common understanding was reached that clearvise, as a permanently independent, listed IPP, will in the future be the only IPP for European wind and solar parks within Tion, while Tion focuses on expanding its broader corporate strategy beyond renewable energy. Furthermore, both parties have agreed that the governance should be aligned with the German Corporate Governance Code. Moreover, it is planned to obtain the approval for a possible acquisition of the Tion portfolio in the context of extraordinary general meetings, probably in the first quarter of 2023.

Public offer in the context of the rights issue capital increase

The approval of the Prospectus by the German Federal Financial Supervisory Authority (BaFin) is expected for Tuesday, 22 November 2022. The prospectus for the public offering of the New Shares will be made available shortly on the Company's website at www.clearvise.de in the section "Investor Relations - Capital Increase".
About clearvise

clearvise AG is an independent electricity producer from renewable energies with a diversified, European plant portfolio. Currently, the established investment portfolio of the ("Bürgerwindaktie") consists of wind and solar parks in Germany, France, Ireland and Finland as well as a biogas plant. With an operational capacity of around 303 MW, clearvise produces green electricity from renewable energy sources. Based on a three-pillar strategy, the company is concentrating on expanding its portfolio of wind onshore and PV plants in Europe and making them profitable. The clearvise AG share (WKN A1EWXA / ISIN DE000A1EWXA4) has been listed since 2011 and is currently traded on the open markets of various German stock exchanges and via XETRA.
Contact

cometis AG
Thorben Burbach
Tel.: +49 (0)611 - 205855-23
Fax: +49 (0)611 - 205855-66
E-Mail: burbach@cometis.de

Dislaimer

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