Canadian Solar Inc. (the "Company" or "Canadian Solar") (NASDAQ: CSIQ) announces that Canadian Solar EMEA Capital Markets, S.A.U. ("Canadian Solar EMEA"), an indirectly wholly-owned subsidiary of Canadian Solar incorporated in Spain, registered on February 24, 2023 its € 100 million medium term note program in the MARF (a Spanish multilateral trading facility). Any payment under the notes issued under the note program will be guaranteed by the Company. The notes may qualify as "green bonds" pursuant to the International Capital Market Association (ICMA) Green Bond Principles and the Green Financing Framework approved by the Company. Canadian Solar's Green Financing Framework received a favorable third-party opinion from Sustainalytics.
The notes will only be offered and sold to non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933 (the "Securities Act"). The notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States. The notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
In the European Union, the notes will only be directed to "qualified investors" as defined in Regulation (EU) 2017/1129, including (i) eligible counterparties, as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 ("MiFID II") and the Spanish Real Decreto Legislativo 4/2015, de 23 de octubre (the "Spanish Securities Act"); and (ii) professional clients, as defined in MiFID II and the Spanish Securities Act, or any provision which may replace or supplement them in the future.
The note program provides Canadian Solar a framework that can allow the Company to quickly access the capital markets and raise capital in a series of issuances, increasing its sustainable investment footprint and using the proceeds to finance the development and acquisition of new solar PV and battery storage projects, both nationally and internationally, supporting the United Nations Sustainable Development Goals.
The notes will have a minimum denomination of € 100,000 each (or a minimum equivalent amount in any other currency), while their interest rates and maturities will be determined at the time of each issuance.
