EPS WisdomTree US LargeCap Fund

Regulatory News:

Electro Power Systems (Paris:EPS) (“EPS”) (mnemonic: EPS, ISIN FR 0012650166), the forerunner in smart hydrogen-based systems for energy storage, announces today its initial public offering on the regulated market of Euronext Paris, compartment C.

The price of the open price offering (the “OPO”) and of the global placement has been set at €7.30 per share. In total, the amount of new shares issued as part of the offering amounts to 1,941,177 (representing approximatively 75% of the shares initially offered) allowing a capital increase of circa €14.2M which could reach €14.7M in case of full exercise of the Overallotment Option and corresponding to the issuance of 77,044 additional new shares.

EPS’ CEO, Carlalberto Guglielminotti, stated: “The success of Electro Power Systems’ IPO on the regulated market of Euronext Paris praises our ambition to become a key player in the Energy Transition.

This success demonstrates the confidence of investors in our growth prospects. Thanks to the backing of its shareholders and its unique positioning, EPS is in a strong position to pursue its development to unlock the Energy Transition with cost-effective and accessible storage solutions.”

The primary purpose of EPS’ IPO on Euronext Paris is to allow EPS to accelerate the implementation of its three strategic pillars:

• Accelerate commercialization of the energy storage systems to final consumers;
• Develop the energy storage market at grid and smart grid level;
• Be a key player in the Energy Transition by deploying off-the-grid distributed generation at a lower cost than traditional generation.

The new shares included in the Offering will be allocated as follows:

• Global Placement: 1,827,488 shares have been allocated, representing, circa €13.3 million and 90.55% of the total amount of the offered shares.
• Open price offering: 190,733 shares have been allocated, representing circa €1.4 million and 9.45% of the total amount of offered shares.
• Break down of the Open Price Offering in France: fraction of order A1 up to 100%, fraction of order A2 up to 100%.

Société Générale, acting as underwriter or any other entity acting on its behalf may, without being under any obligation and with the option to terminate at any time, for a period of 30 days starting from the date that the offer price is set, which according to the indicative timeline is 21 April to 20 May 2015 trade for the purpose of stabilizing the market in EPS shares, in compliance with applicable laws and regulations and in particular EC Regulation 2273/2003 of the Commission of 22 December 2003. Trades conducted for these purposes are intended to support the market price of EPS shares and may affect their price.

Timetable of the transaction – next steps:

• 22 April 2015: Beginning of trading of the Existing Shares and, in the form of preliminary share agreements (until 23 April 2015 inclusive), of the New Shares of the Company on Euronext Paris
• 23 April 2015: Settlement-delivery of the OPO and of the Global Placement
• 24 April 2015: Beginning of trading of the Company’s New Shares on Euronext Paris
• 20 May 2015: End of the stabilisation period, as the case may be. Deadline for the exercise of the Overallotment Option. Publication of a press release indicating the number of Additional New Shares as well as the overall result of the Offering.

As a reminder, the Group’s main assets are:

• An hydrogen based technology, vertically integrated and adaptable;
• A clean and economical energy storage solution (300-500 €/kWH), when coupled with renewable energy sources can reduce the cost of electricity down to 0.15 €/kWH, for the final users;
• A reliable technology with more than 31.7MWh installed;
• A know-how and an expertise difficult to reproduce with more than 16 million hours of field operations.

Electro Power Systems addresses the number one technological challenge of the Energy Transition: Energy Storage

EPS has developed ElectroSelfTM, a self-recharging hydrogen battery, for residential or grid-scale uses, at a cost lower than the comparable solutions presently on the market.

Our unique technology enables storage and delivers hydrogen power for the sustainable use of clean energy. Our energy storage solution, coupled with renewable sources can provide sufficient power supply to ensure electrical independence: our technology is clean, it is CO2 free and can offer a lower cost of electricity than most traditional solutions, such as fossil fuel generation.

EPS has therefore developed a clean and accessible solution to convert energy in a way that can be stocked and reused when needed by final users whether they are energy providers or grid managers.

Completion of the Contribution agreement of the EPS Italy shares to EPS

As part of the plan to admit EPS shares to trading on Euronext Paris, the shareholders of EPS Italy simultaneously contributed to EPS all of the shares comprising the share capital of EPS Italy (the « Contribution agreement »).

The contribution agreement signed on 26 March 2015 provided that: (i) the Contribution would be valued at the subscription price of the shares of EPS issued on Euronext Paris; and (ii) the completion of the Contribution would be notably subject to the issuance, immediately after the setting of the subscription price of the shares by the Board of Directors of EPS, of an additional report of the contributions auditor concluding, in view of the value of the Contribution based on the subscription price of the shares, to the absence of overvaluation of the Contribution

The contribution appraiser concluded in its supplementary report that, as of this day:

« On the basis of my works and on the date of this report, I am of the opinion that the value of the contributions used, corresponding to 5 times the Offer Price per Contributed Share, or 7.3 euros, is not overvalued and, in consequence thereof, is at least equal to the amount of the share capital increase of the beneficiary company of the contributions plus, as appropriate, the contribution premium. »

The Contribution was effected immediately after the pricing of the capital increase of EPS has been determined by the Board of Directors for the purpose of the IPO.

Shareholders

    After the Global Offering(Assuming the over-allotment option is fully exercised) Shareholder     Number of shares held     % of share capitaland voting rights 360 Capital One S.C.A. – SICAR 2,253,367     31.2% Prima Electro S.p.A. 1,433,464 19.8% Ersel Asset Management S.G.R. S.p.A. / EIC 902,438 12.5% Brighton NC Machine Corporation 502,520 7.0% 77 Holding S.r.L. 294,925 4.1% Dipifin S.r.L. 252,845 3.5% Electro S.r.L. 21,196 0.3% Dirigeants et salariés de la société 72,783 1.0% Public     1,490,958     20.6% Total 7,224,496 100.0%  

NB : The historical shareholders have subscribed a total of 527,263 shares, representing a global approximately 3.8 million euros, including the irrevocable commitment of the Main Shareholders to place a subscription order amounting to €1.5 million in the Global Placement.

Global Coordinator, Lead Manager and Bookrunner       Joint Lead Manager Société Générale Corporate & Investment Banking Banca Intermobiliare di Investimenti e Gestioni S.p.A.  

About Electro Power Systems

Electro Power Systems (EPS) is a forerunner in smart hydrogen-based systems for energy storage. EPS offers the market’s most accessible and cleanest solutions through its self-recharging technology vertically integrated into an open architecture. The solutions developed by EPS are coupled with the traditional ICT and electric grid and enable intelligent, scalable and sustainable distributed generation and energy management. EPS’ systems storage capacity (10kWh up to 100 MWh) is a response to Energy Transition related-issues ranging from the auxiliary power supply (backup for telecom towers and data centers) to solutions for supporting the electricity grid for transmission and distribution (smart grids and renewables’ integration) and finally to leverage a distributed generation model with a full off-grid infrastructure.

Founded in 2005, the Group has facilities in Moncalieri (Turin) and Aosta in Italy and, together with BNC Corp., in Brighton, Michigan (USA). In the last three years, the Group was named “World Technology Pioneer” by the World Economic Forum in 2012; added to the 100 Cleantech Global list by the Cleantech Group in 2012; selected for the 2014 Cleantech Forum in San Francisco; highlighted as a growing success story at the Cleantech Forum in Rotterdam; selected for the 2015 Tech Tour Growth Forum of Geneva and Lausanne.

For more information www.electropowersystems.com

Prospectus

A Prospectus in the French language has been prepared (consisting of (i) a Document de Base registered with the AMF on March 17 under no. l.15-012 and (ii) a Securities Note including the summary of the Prospectus) and has received visa no. 15-142 dated April 7 from the AMF. This Prospectus includes a section describing certain risk factors relating to the Company and the Offering. This Prospectus is available on the AMF website (www.amf-france.org) and on the Company’s website www.electropowersystems.com and may be obtained free of charge from Electro Power Systems). Potential investors should review the risk factors described in the Prospectus. Electro Power Systems would also like to draw the public’s attention to the fact that the Company has only incurred financial losses in the past.

Disclaimer

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 Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).

With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.

This document may not be distributed, directly or indirectly, in or into the United States. This document is not 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”), or an exemption from registration. The shares 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 offer of its securities in the United States.

This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on 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 Relevant Persons.

This document may not be distributed, directly or indirectly, in or into the United States, Australia, Canada or Japan.

MediaFTI Consulting Strategic CommunicationsAnna Adlewska / Astrid Villette+33 (0)1 47 03 68 10eps@fticonsulting.com