Implementation of the squeeze-out for the Neoen shares and bonds convertible into and/or exchangeable for new or existing Neoen shares

Core Viewpoint - Brookfield Renewable Holdings SAS has initiated a squeeze-out procedure for Neoen shares and bonds convertible into Neoen shares following a simplified tender offer, with the aim of consolidating ownership and delisting from Euronext [3][6][10]. Company Overview - Neoen S.A. is a French public limited company with a share capital of 305,697,548 euros, registered in Paris and listed on Euronext Paris under the ticker symbol "NEOEN" [4]. - The company has issued bonds convertible into shares, known as OCEANEs, with the 2020 and 2022 series being traded on Euronext Access [4]. Offer Details - The indemnification amount for the squeeze-out is set at 39.85 euros per Neoen share and 103,562.50 euros per 2022 OCEANE [3]. - The simplified tender offer received clearance from the French financial markets authority (AMF) on February 11, 2025, and was conducted from February 13 to March 13, 2025 [6][11]. Ownership Post-Offer - Following the offer, Brookfield Renewable Holdings holds 158,568,130 shares, representing 97.73% of Neoen's share capital and voting rights [6]. - The Offeror also holds 100% of the outstanding 2020 OCEANEs and 95.76% of the outstanding 2022 OCEANEs [7]. Squeeze-Out Implementation - The squeeze-out will be implemented on April 4, 2025, covering 3,343,335 shares from the conversion of 2,776,857 2020 OCEANEs and 5,909,683 shares from the conversion of 2,363 2022 OCEANEs [12]. - The total number of shares not tendered by minority shareholders, excluding assimilated shares, is 3,835,022, representing 2.36% of the company's share capital [13]. Regulatory Compliance - The AMF has confirmed that the conditions for the squeeze-out procedure are met, including the fair valuation of the offered prices [13]. - The listing of shares and OCEANEs will be suspended until the implementation of the squeeze-out [14]. Financial Arrangements - The Offeror will deposit the total indemnification amount into a blocked account for compensation transactions, managed by Uptevia [16]. - Unallocated funds for unknown beneficiaries will be held for ten years before being transferred to the French State [17].