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Greenvolt’s management summoned bondholders from two issues – 2022-2027 and 2021-2028 – to a general meeting to be held on May 14, with two meetings at different times.
The meetings are intended to approve proposals to change the conditions so that bondholders can demand early repayment, replacing the reference to Altri and reference shareholders with KKR.
“The holders of bonds issued by Greenvolt – Energias Renováveis, representing the issue called Obrigações Verdes Greenvolt 2022-2027 (Obrigações Verdes Verdevolt 2027), are hereby summoned to meet at a meeting of bondholders to be held on May 14, 2024, by 10:00 hours, exclusively by telematic means, with the purpose of assessing and, if considered appropriate, approving the deliberation that will be proposed as an extraordinary deliberation, in accordance with the provisions of the Greenvolt 2027 Green Obligations Conditions”, states the first statement disclosed with the CMVM.
The second statement points to the same date, but at 12:00 p.m., with the holders of the bonds representing the issue called Greenvolt Notes 2021/2028 (Greenvolt 2028 Bonds) being summoned.”
With regard to the Greenvolt 2027 Green Bonds, the company emphasizes that it constitutes a situation of early repayment at the option of the bondholders if “the set of shareholdings held, directly or indirectly, by one or more KKR entities, ceases to represent the majority of share capital and/or voting rights of the issuer”.
“KKR entities” means any entities through which KKR & Co. Inc. and/or Kohlberg Kravis Roberts & Co. LP, directly or indirectly, control the exercise of voting rights inherent to shares representing the capital of the issuer, thus determining the meaning in which such voting rights are exercised, states the same statement.
In the original prospectus, the text said: “all the shareholdings held, directly or indirectly, by Altri and/or the shareholders
reference and/or its legal heirs no longer represent the majority of the issuer’s share capital and/or voting rights”.
Regarding the Greenvolt 2028 Bonds, the meeting will also deliberate on the elimination of the definitions of “Altri” and “Relevant Entities”.
KKR’s takeover of Greenvolt
On the shareholder front, remember that the company led by João Manso Neto announced on April 11 that Mediobanca had already increased its stake in Greenvolt from 13.28% to 15.55%. This is within the scope of the KKR fund’s public takeover bid (OPA) for Greenvolt.
The Italian bank was mandated by KKR, through a swap contract, to buy up to 19.9% of Greenvolt’s capital at a maximum price of 8.30 euros, the value offered by the fund in the preliminary announcement of the takeover bid for the energy company.
Through a “total return equity swap” Mediobanca is on the market to acquire up to 19.9% of Greenvolt shares for a price that cannot exceed 8.30 eurosthe consideration already defined in the preliminary announcement of the Public Acquisition Offer (OPA) and which was accepted by seven shareholders holding 60.86% of the company’s capital.
Those seven shareholders agreed with KKR to sell their shares in Greenvolt, pocketing a total of 703 million euros, resulting from the consideration of 8.3 euros for each share. This operation should be completed on May 31st. In this way, if the necessary conditions for the OPA materialize, the KKR fund guarantees at least 76.41% of control over the electricity company’s capital.
The Gamma Lux infrastructure investment fund, based in Luxembourg, managed by the North American company KKR, formally launched “a general and voluntary public offer for the acquisition of all shares” (OPA) of Greenvolt in mid-December.
The OPA is still awaiting authorization to Irish and Bulgarian entities.
At the beginning of this month, EY’s independent expert defined a value of 7.3 euros as the minimum consideration determined for the OPA. Therefore, the value of 8.3 euros from the preliminary announcement of the offer prevailed.
