Statement of availability
La Motte-Fanjas, October 14th (20h CEST) – McPhy Energy (Euronext Paris: MCPHY – ISIN: FR0011742329), (the “Company”), specialized in zero-carbon hydrogen production and distribution equipment, announces today the availability of an amendment to its 2019 universal registration document and of an admission to trading prospectus for the new shares to be issued and admitted to trading on October 16, 2020 on Euronext Paris, following the €180 million private placement whose result was announced on October 14, 2020.
The prospectus is composed of:
- the 2019 universal registration document filed with the AMF on 22 April 2020 under number 20-0334;
- the amendment to the 2019 registration document filed with the AMF on 14 October 2020 under number D.20-0334-A01;
- a securities note (note d’opération) in English; and
- an English and French language summaries (résumé) of the prospectus (contained in the securities note).
The McPhy’s prospectus was approved by the AMF on October 14, 2020 under number 20-512 (the “Prospectus”).
The universal registration document and the Prospectus may be consulted on the AMF’s internet website (www.amf-france.org) as well as on McPhy’s website under (https://mcphy.com/fr/investisseurs/information-financiere/information-financieredocuments-a-telecharger/).
McPhy draws investors’ attention to the section “Risk factors” detailed in Chapter 3 of the Universal Registration Document and in chapter 2 of the securities note.
In the framework of the energy transition, and as a leading supplier of hydrogen production and distribution equipment, McPhy contributes to the deployment of zero-carbon hydrogen throughout the world.
Thanks to its wide range of products and services dedicated to the industrial, mobility and energy markets, McPhy provides turnkey solutions to its clients adapted to their applications in industrial raw material supply, fuel cell electric car refueling or renewable energy surplus storage and valorization.
As a designer, manufacturer and integrator of hydrogen equipment since 2008, McPhy has three development, engineering and production units based in Europe (France, Italy, Germany).
The company’s international subsidiaries ensure a global sales coverage of McPhy’s innovative hydrogen solutions.
McPhy is listed on NYSE Euronext Paris (Segment C, ISIN code: FR0011742329; ticker: MCPHY).
McPhy is eligible PEA-PME
This announcement and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of McPhy Energy (the “Company”).
No communication or information in respect of the offering by the Company of its shares may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.
This announcement does not, and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“), as implemented in each member State of the European Economic Area.
A prospectus for the admission to trading on Euronext Paris of the newly issued shares, comprised of a Universal Registration Document filed with the AMF on April 22, 2020 under number 20-0334, of a Securities Note and of summaries in French and English (included in the Securities Note) has been approved by the AMF under number 20-512. The prospectus is available on the Company’s website (https://mcphy.com/fr/investisseurs/information-financiere/information-financieredocuments-a-telecharger/) and on the AMF website (www.amf-france.org).
No action has been undertaken or will be undertaken to make available any shares of the Company to any retail investor in the European Economic Area. For the purposes of this press release:
• the expression “retail investor” means a person who is one (or more) of the following:
o a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“); or
o a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
o or not a “qualified investor” as defined in the Prospectus Regulation; and
• the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares.
The Company’s shares in connection with the capital increase are not being offered or sold, directly or indirectly, to the public in France to persons other than qualified investors. Any offer or transfer of shares of the Company or distribution of offer documents has only been and will only be made in France to qualified investors as defined by Article 2(e) of the Prospectus Regulation and in accordance with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code.
This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States. Copies of this document are not being, and should not be, distributed in or sent into the United States.
The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on financial promotion) of Financial Services and Markets Act 2000 (“FMSA”). This document is only being distributed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons, and will be engaged in only with such persons in the United Kingdom.
This document may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan South Africa or any other jurisdiction in which it would be unlawful to do so.