An amount of EUR 5.0 million of the proceeds from the issue is intended for the optimisation of the debt capital structure. The further proceeds from the issue shall be used to finance the company’s own project business, in particular the project costs for the development and construction of PV systems for capital investors, commercial enterprises or project companies of the Schrum-Tauschke cooperation group, which, in the broadest sense, also includes SUNfarming GmbH, and to finance the former’s project business. A further amount equal to the interest payments for one year shall be deposited in a trust account to secure the investors’ interest payment claims.
SUNfarming has a well-developed project pipeline, the implementation pace of which will be further increased by the funds from the bond. At the same time, there is a high degree of marketing certainty for the projects under implementation: on the one hand by third parties such as capital investors, local authorities, users of commercial and private in-house electricity generation systems, and on the other hand, largely through the property-holding Schrum-Tauschke cooperation group. This is also supported by its consistently profitable business development since its founding in 2004, as well as the high market acceptance achieved thanks to the long-standing track record with a high level of international PV project developer expertise. To date, more than 500 MWp of solar power has been installed – while at the same time covering the entire value chain from a single source, from planning, development and financing through to construction to monitoring and servicing of solar parks. The range of competence is extended and rounded off by innovative business fields, such as solar power self-consumption projects in Germany and “Food & Energy” in developing countries.
The corporate bond designed by DICAMA AG as Financial Advisor in cooperation with BankM – Representative Office of FinTech Group Bank AG offers complete collateral. On the one hand, an amount equal to the annual interest payments is deposited in a trust account; on the other hand, BPG Beteiligungs and Projektmanagement GmbH, a sister company of SUNfarming GmbH, pledges all limited partnerships in solar investment companies with solar parks in Mecklenburg and Brandenburg to the trustee to secure the repayment of the corporate bond. According to an independent expert, the net market value of the solar parks involved is around EUR 19.5 million. Rödl Treuhand Hamburg GmbH Steuerberatungsgesellschaft has been appointed as the trustee.
In addition, the corporate bond has multiple protection rights. These include, among other things, a 75% payout limit, a right of termination of the bondholders in the event of a change of control and a negative pledge to capital market liabilities.
The public offer in Germany and Luxembourg will be held from 5 July 2018 to 19 July 2018, among other things, via the subscription functionality “DirectPlace” of the Frankfurt Stock Exchange in the XETRA trading system and through an advertisement in Luxembourg. In addition, SUNfarming GmbH and BankM – Representative Office of FinTech Group Bank AG as Global Coordinator and Bookrunner will hold a private placement from 5 July 2018 to 20 July 2018 to qualified investors in Germany and certain other European countries. The Selling Agent is GBR Financial Services GmbH.
The inclusion of the bonds in the Open Market of Deutsche Börse AG (“Freiverkehr” of the Frankfurt Stock Exchange) is scheduled for 24 July 2018.
The securities prospectus is available for download on the website of SUNfarming GmbH (www.sunfarming.de) in the “Investor Relations” section.
Key data of the corporate bond 2018/2023
Securities transactions are associated with risks, especially the risk of a total loss of the invested capital. Prior to every investment decision, you should therefore seek personal advice taking your individual asset and investment situation into account and not base your investment decision solely on the information included herein. Please contact your credit and investment institution to this end. Whether you are permitted to buy a security may depend on different conditions – in particular your nationality. Please seek according advice before you make any investment decision. This document does not constitute an offer to sell or a solicitation to submit an offer to buy or subscribe for notes of SUNfarming GmbH. The notes of the issuer are offered exclusively through and on the basis of the prospectus which was approved by the Commission de Surveillance du Secteur Financier (“CSSF”) of the Grand Duchy of Luxembourg on 2 July 2018, has been submitted to the responsible authorities in Germany and is available in electronic form for download in the “Investor Relations” section of the website of SUNfarming GmbH (www.sunfarming.de) as well as on the website of the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and the Luxembourg Stock Exchange (www.bourse.lu). Only the information included in the prospectus is binding in connection with the offer. This document may not be brought into or published in the United States of America, Canada, Australia or Japan or any other country in which the distribution or publication of this document would be illegal. The notes will not be registered pursuant to the United States Securities Act of 1933 or any authority of a U.S. state or pursuant to the applicable securities regulations of Canada, Australia or Japan and may not be offered or sold in the United States of America or on behalf of or for the account of U.S. persons or other persons who are resident in the Unites States of America, Canada, Australia or Japan. There will be no public offer of the notes in the United States of America, Canada, Australia and Japan.
Since its incorporation in 2004, SUNfarming GmbH has covered the full EPC value chain (engineering, procurement, construction) – from planning and development to financing and construction to monitoring and servicing of solar parks. The company has a long-standing customer base of capital investors, local authorities, users of commercial and private in-house electricity generation systems as well as property-holding sister companies belonging to the Schrum-Tauschke cooperation group.
The international team of experienced commercial staff, engineers and technicians has successfully installed a capacity of over 500 MWp. In addition, SUNfarming provides technical operation for over 280 MWp in Germany and abroad to third party companies. The group track record is characterised by stable income from these activities and its EPC core business.
For more information, please contact:
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
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