Regulated information* – 4 June 2008 (18h00 CET)
Antwerp – Thenergo (Alternext Paris: ALTHE), a leading developer and operator of decentralized, clean energy projects, has filed its offering prospectus with Belgium’s Banking, Finance & Insurance Commission (CBFA), in anticipation of its intended capital increase and transfer to Euronext Brussels and Paris. Subject to approval of this prospectus, Thenergo aims to launch this transaction by the end of June 2008 with KBC Securities and Dexia Bank as joint lead managers. The aim is to raise new funds through a public offering in Belgium and France and a private placement with institutional investors in Europe.
For maximum transparency, the company also discloses its pro-forma financials 2007 and provides guidance as to the development of its activities in 2008.
Deal intake in 2008
As described in its annual report, at the end of 2007 Thenergo had operational sites representing 63 MWe and 185 MWth. Since the start of 2008, 4 new contract signatures were announced, adding to the portfolio a total of 74 MWe and 86 MWth, for a total investment of €208 million. These new sites are expected to turn operational between 2009 and 2011. This means that in the first 5 months of 2008 a larger contract volume in terms of electrical capacity has been signed than in 2006 and 2007 combined.
Pro-forma Profit & Loss statement 2007
In order to better reflect Thenergo’s current size of operations, a pro-forma P&L has been prepared, integrating the full year impact of the acquisition of the Leysen group and the ENRO group (renamed Thenergo Sustainable Energy or tse.AG) in 2007. Thenergo’s reported P&L, as provided in its annual report 2007, only includes the last 4 months of the Leysen group financials and none of the ENRO financials, as control of the latter was only obtained in January 2008.
Total 2007 pro-forma revenues amount to €54.8 million as compared to the reported revenues of €20.8 million, whereby full year Leysen group 2007 revenues equal €22.9 million whilst full year ENRO group 2007 revenues equal €15.0 million. The pro-forma revenues show an important shift in geographical split of the revenues, leading to a 27% share of the German activities in the pro-forma 2007 revenues.
The pro-forma 2007 Recurring EBITDA amounts to €5.5 million as compared to a Recurring EBITDA of €2.5 million based on the reported 2007 financials.
The pro-forma 2007 Recurring EBITDA as well as the Recurring EBITDA based on the reported financials both exclude the (non-cash) share-based expense of €1.9 million. Important to note is that the full year ENRO reported 2007 EBITDA is affected by a number of exceptional provisions mainly linked to changes in management and project write-off. These provisions amount to €4.3 million and are equally excluded from the Recurring pro-forma EBITDA figure. With respect to the Leysen Recurring pro-forma EBITDA, extraordinary costs have been excluded from the Recurring EBITDA for an amount of €0.9 million.
* Thenergo is a listed company. This news release contains information that is subject to transparency regulations.
UNAUDITED PRO FORMA CONSOLIDATED 2007 INCOME STATEMENT & BALANCE SHEET
The pro-forma financial information (in the PDF file available for download below) has been prepared for illustrative purposes only. Because of its nature, the below pro-forma financial information addresses a hypothetical situation and, therefore, does not represent the company’s actual financial position or results.
Pro-forma financial information available in the PDF file below.
This announcement is not an offer to sell nor a solicitation of an offer to purchase shares. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (“the Prospectus”) to be published by the Company in connection with the offering. The Prospectus has been submitted to the CBFA for approval and is expected to be available in due course at the branches of the financial intermediaries involved in the offering.
Neither this announcement nor any copy of it may be taken into the United States of America, Canada, Japan or Australia or distributed or published, directly or indirectly, in the United States of America, Canada, Japan or Australia. Any failure to comply with this restriction may constitute a violation of US, Canadian, Japanese or Australian securities law. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States or to or for the benefit of US persons (as such term is defined in Regulation S pursuant to the Securities Act) unless they are registered pursuant to the Securities Act or pursuant to an available exemption therefrom. No public offering of securities of Thenergo NV is being made in the United States of America.
Based in Belgium, Thenergo is a fast growing, fully integrated and independent developer and operator of sustainable energy projects using biogas, natural gas, bio-oil, woody biomass and secondary fuels.
Thenergo creates value for its partners and shareholders as a one-stop provider of sustainable energy solutions, transforming clean and renewable fuels into electricity and heat.
Since 14 June 2007, Thenergo has been listed on Alternext, Paris. (Ticker: ALTHE). Thenergo has recently made public its intention to list on Euronext Brussels and Paris.
For more information, please contact:
Christophe Van Nevel
Chief Financial Officer
Tel + 32 3 292 97 05
Head of Communications
Tel + 32 3 292 97 01
Gateway House, Brusselstraat 59
Avenue Louise 505, b2