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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 3, 2024
ALTERNUS CLEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41306 |
|
87-1431377 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
360 Kingsley Park Drive, Suite 250
Fort Mill, South Carolina |
|
29715 |
(Address of registrant’s principal executive office) |
|
(Zip code) |
(803) 280-1468
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.0001 per share |
|
ALCE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 3, 2024, Solis Bond Company, Designated
Activity Company (“Solis”), a company formed under the laws of Ireland and an indirect wholly owned subsidiary of the Company,
was sold, along with its subsidiaries, to Solis Trustee Special Vehicle Limited, the Solis Bondholders’ ownership vehicle, for one
Euro (€1.00) in accordance with the terms of the Solis Bonds, as amended. Vincent Browne and John McQuillan resigned from their position
as directors of Solis (and Solis’ subsidiaries).
As a result of the sale, Alternus has removed
approximately $100 million in debt and payables related to Solis activities and will improve shareholders equity by approximately $45
million. Solis accounted for 98% of group revenues for the six months ended June 30, 2024. Alternus will record the sale as discontinued
activities as it has no business activities in Romania.
For further information about the sale, please
refer to the Solis Euronext Notice and Solis Bond Notice of Written Resolution, which the Solis Bondholders voted to approve on October
3, 2024 attached as Exhibits 99.1 and 99.2, respectively.
Item 7.01. Regulation FD Disclosure.
As previously disclosed,
(i) in 2021, Solis issued certain 3-year FRN senior secured green bonds 2021/2024 (ISIN NO0010914914) (the “Solis Bonds”)
in the maximum amount of €200 million (approximately $218 million) with a stated coupon rate of 6.5% plus EURIBOR and quarterly interest
payments and (ii) Solis previously breached certain financial covenants of the Solis Bonds, and the holders of the Solis Bonds approved,
among other things, provided temporary waivers of such covenants and related extensions of such waivers in each of April 2023, June 2023,
October 2023, January 2024, February 2024, March 2024, June 2024, July 2024, August 30, 2024 and September 30, 2024.
As was previously disclosed
on February 26, 2024, the Bond Trustee, with approval from a majority of the Bondholders, may further extend the Bonds on a month to month
basis to 29 November 2024.
On October 3, 2024 the
Bond was extended to October 21, 2024.
Press Release
The information in this Item 2.01 and 7.01 of
this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report
on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any
general incorporation language in such filing.
On October 8, 2024, the
Company issued a press release entitled “Alternus Sheds $100 Million of Debt and Payables, Improves Shareholder Equity Position
By Circa $45 Million From Disposal Of Certain Subsidiaries”. A copy of the press release is attached hereto as Exhibit 99.3.
Forward Looking Statements
All statements contained in this Current Report
on Form 8-K other than statements of historical facts, including any information on the Company’s plans or future financial or operating
performance and other statements that express the Company’s management’s expectations or estimates of future performance,
constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company or its management team. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements
involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company
to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking
statements. These statements should not be relied upon as representing the Company’s assessments of any date after the date of this
Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 8, 2024 |
ALTERNUS CLEAN ENERGY, INC. |
|
|
|
|
By: |
/s/ Vincent Browne |
|
Name: |
Vincent Browne |
|
Title: |
Chief Executive Officer, Chairman and
Interim Chief Financial Officer |
2
Exhibit 99.1
Reference is made to the updates issued by Alternus
Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), a former indirect wholly owned
subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE”), a majority owned subsidiary of AEG, on 9 March 2023,
21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023, 16 May 2023, 19 September 2023, 16 October 2023, 18 December 2023, 3 January
2024 ,26 February 2024, 12 March 2024, 25 June 2024, 23 July 2024, 29 August 2024, 28 September 2024 and 3 October 2024 regarding the
waivers of the financial covenants and extension of the maturity date sought from the bondholders in Solis’ FRN senior secured EUR
200,000,000 green bonds 2021/2024 (ISIN NO0010914914) (the “Bonds”).
AEG and Solis announce that by mutual agreement,
a trust controlled by the bond trustee on behalf of the bondholders has taken full ownership of Solis (the “Transfer”).
The consummation of the Transfer completed on 3rd of October 2024, and the AEG-appointed directors of Solis, Vincent Browne
and John McQuillan have resigned from their position as directors of Solis (and its applicable subsidiaries). Moving forward, the bondholders
through their ownership vehicle, Solis Trustee Special Vehicle Limited will continue the operation of the remaining solar
parks owned by Solis (through its subsidiaries in Romania).
The Transfer will not have any impact on the other
assets or ongoing operations of AEG and ALCE. As Solis is no longer consolidated by ALCE, this is expected to improve ALCE’s net
equity position by approximately $45 million as a result of the transaction.
For further information about the above, please
refer to the attached notice of written resolution.
About Alternus Energy Group:
The Company is a transatlantic
clean energy independent power producer (IPP). We currently develop, install, own and operate utility scale solar parks in America and
Europe. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to
reach 3GW of operating projects within 5 years through continued organic development activities and targeted strategic opportunities.
Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet
in harmony.
AEG operates primarily through
Alternus Clean Energy, Inc. (Nasdaq: ALCE). AEG is listed on the Euronext Growth Oslo exchange and headquartered in Ireland, while Alternus
Clean Energy, Inc. is listed on Nasdaq and headquartered in the US. They remain as two separate legal entities.
Forward Looking Statements: Certain information
contained in this letter, including any information on the Company’s plans or future financial or operating performance and other
statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking
statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements
are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many
of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks
and other factors that may cause the actual financial results, performance or achievements of the Company could differ materially from
the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Exhibit 99.2
Denne meldingen til obligasjonseierne er kun utarbeidet
på engelsk. For informasjon på norsk vennligst kontakt Nordic Trustee AS.
To the Bondholders in:
ISIN: NO 0010914914 – Solis Bond Company
Designated Activity Company Senior Secured Green Bond Issue 2021/2024
Oslo, _____________ 2024
NOTICE OF A WRITTEN RESOLUTION
Nordic Trustee AS (the “Bond Trustee”)
acts as bond trustee for the bondholders (the “Bondholders”) in the above mentioned bond issue (the “Bonds”
or the “Bond Issue”) issued by Solis Bond Company Designated Activity Company as issuer (the “Issuer”)
pursuant to the bond terms originally dated 5 January 2021, as amended by an amendment agreement no. 1 dated 5 July 2021, an amendment
agreement no. 2 dated 16 May 2023, an amendment agreement no. 3 dated 6 July 2023 and an amendment agreement no. 4 in the process of being
signed by the Issuer (the “Bond Terms”).
All capitalized terms used, but not defined herein,
shall have the same meaning assigned to them in the Bond Terms. References to Clauses and paragraphs are references to Clauses and paragraphs
of the Bond Terms unless expressly stated otherwise or the context so requires.
The Issuer has requested that the Bond Trustee
issue this request of a Written Resolution pursuant to Clause 15.5 (Written Resolutions) of the Bond Terms to consider approval
of the Proposal (as defined below) (the “Notice of a Written Resolution”).
The information in this notice regarding the
background, the Issuer and the Proposal are provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever
related to such information.
Bondholders are encouraged to read this notice
in its entirety.
Reference is made to the Issuer’s stock exchange
notice published on 31 August 2023 available under the Issuer’s ticker at www.newsweb.no. As explained therein, in accordance with the
written resolutions of 14 April 2023, 2 June 2023, 16 October 2023, 3 January 2024 and 12 March 2024 Bondholders approved certain temporary
waivers and amendments to the Bond Terms also to facilitate the Issuer’s efforts in exploring alternative funding options, including sale
of certain assets.
The Issuer has sold its operating assets in Poland,
the Netherlands and Italy, where the payment proceeds have been applied towards settlement of the Bonds, as part of its strategic review
of options to optimize the balance sheet and to reshape the business to best capture the opportunities in hand. The Issuer currently has
five remaining operating assets in Romania.
PO Box 1470 Vika, N-0116 Oslo, Kronprinsesse Märthas
Plass 1, Oslo, nordictrustee.com
As part of the Issuer’s efforts to repay the Bonds
and the Parent’s and Midco’s efforts to reshape and refocus their business on new developing assets and in other jurisdictions, the Issuer
has explored options to realize this in the best interest of all parties.
Instead of continuing sales effort of the operating
assets in Romania, the Issuer, together with the Parent and Midco, has in accordance with the Share Purchase Option agreed between the
Bond Trustee (acting on behalf of the Bondholders) and the Issuer, that the Bond Trustee (acting on behalf of the Bondholders) has the
right to purchase 100% of the shares in the Issuer for a full and final consideration of EUR 1 and request transfer of the shares of the
Issuer to the Bond Trustee (acting on behalf of the Bondholders), or a party nominated by the Bond Trustee, and has now decided to facilitate
a transfer of the shares in the Issuer to the Bond Trustee or a party as designated by the Bond Trustee. The objective following such
transfer is to continue on-going discussion with the Bond Trustee on possible solutions to further deleverage of the Alternus group.
Accordingly, it is proposed that the Bondholders
consent and resolve that the shares of the Issuer are to be transferred to a wholly owned subsidiary (direct or indirect) of the trust
Refectio (Stiftelsen Refectio) by way of exercising the Share Purchase Option or through the agreed enforcement principles. Stiftelsen
Refectio is established for such purpose of holding/acquiring assets through wholly owned subsidiaries (limited liability companies) on
behalf bondholders and other creditors, as well as owning and realizing assets it has acquired. It is contemplated that Issuer and its
Subsidiaries in Romania will continue to run operations.
The Issuer, Midco and the Parent have prior to
disclosure of this written resolution discussed the terms of the request with a group of larger Bondholders (the “Ad Hoc Committee”)
that represents approximately 56.8% of the Bonds, where the Ad Hoc Committee has confirmed support of the terms and conditions further
set out in Section 3 (Proposal) below.
In accordance with the terms and conditions as
further set out below, it is proposed that the Bondholders adopt a resolution whereby the below proposal (the “Proposal”)
is approved pursuant to a Written Resolution. Subject to all the conditions as included in this Proposal it is proposed that the Bondholders
resolve and grant the following:
| i. | The Bond Trustee and/or the Security Agent shall take appropriate actions to have the shares of the
Issuer and/or its Subsidiaries transferred, directly or indirectly, to a company controlled by Stiftelsen Refectio (or another designated
company following consultation with a majority of the Bondholders) (the “Share Transfer”) by either: |
| a) | exercising the Share Purchase Option; |
| b) | entering into a separate sale and purchase agreement with Midco for a consideration of EUR 1 (or another
insignificant amount reflecting the underlying value of the shares taking into consideration the Issuer’s outstanding debt to the Bondholders);
|
| c) | enforcing the share pledge over the Issuer’s and/or its Subsidiaries shares (either by way of using
the power of sale/transfer provided to Nordic Trustee AS in accordance with the share pledges in the Issuer’s or its Subsidiaries’ shares
or by use of Irish receivership or similar structures); or |
| d) | a combination of the above implementation alternatives to give effect to the Share Transfer. |
| ii. | The choice of implementation alternatives as set out in clause i above to give effect to the Share
Transfer, shall be at the Bond Trustee’s sole discretion following consultation with a majority of the Bondholders and may be implemented
at any point in time prior to 4 October 2024 (and in the event of an Irish share receivership, the transfer to Irish receivership shall
take place prior to 4 October 2024, subsequently followed by a transfer to a company controlled by Stiftelsen Refectio (or another designated
company following consultation with a majority of the Bondholders)). |
3.2 | Other condition precedents |
The Proposal shall be effective immediately upon
this Written Resolution being resolved. In addition, the Bond Trustee may at its sole discretion request that the Issuer and Midco provides
the following documents and/or information to adequately document the Proposal;
| a) | agreement on final terms and definitive legal documentation implementing the resolutions, including, without
limitation, a sale and purchase agreement to execute the Proposal and an amendment agreement (the “Amendment Agreement”)
to the extent requested by the Bond Trustee and together with any other agreement, notice, undertaking, documents and registration or
other action required to implement the Proposal and the relevant terms of the Proposal, the “Transaction Documents”); |
| b) | copies of the Parent’s, the Issuer’s and (if required) Midco’s articles of association and of a full extract
from the relevant company register or a letter of status in respect of each of them; |
| c) | any information, documentation and access to operations relating to the five Romanian Guarantors and the
Issuer to facilitate the Proposal, including without limitation, any corporate documents, access to accounting information and on ground
operations; |
| d) | a power of attorney from the Parent, the Issuer and Midco to relevant individuals for their execution
of the Amendment Agreement and any other Transaction Documents to which each of them is a party; |
| e) | receipt by the Bond Trustee of any statement or legal opinion required by the Bond Trustee in relation
to the Amendment Agreement and any other Transaction Documents; |
| f) | other customary conditions as may be required by the Bond Trustee, including conditions to give effect
to assumption of the Shares in the Issuer if required; and |
| g) | any undertakings by the Issuer, Midco and the Parent if required by the Bond Trustee to ensure that the
Bondholders’ interest is adequately protected. |
4. | Evaluation of the Proposal |
The Proposal is put forward to the Bondholders
without further evaluation or recommendation from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders
from the Bond Trustee. Each Bondholder should independently evaluate the Proposal and vote accordingly.
For further questions to the Bond Trustee, please
contact Lars Erik Lærum (+47 22 87 94 06 or laerum@nordictrustee.com) or Peter Bugge Hjorth (peter.hjorth@schjodt.com).
Bondholders are hereby provided with a voting
request for a Written Resolution pursuant to Clause 15.5 (Written Resolutions) of the Bond Terms. For the avoidance of doubt, no
Bondholders’ Meeting will be held.
It is proposed that the Bondholders resolve the
following (the “Proposed Resolution”):
“The Bondholders approve the
Proposal as described in section 3 (Proposal) of this Notice of a Written Resolution.
The Bond Trustee is hereby authorized
to implement the Proposal and carry out other necessary work to implement the Proposal, including to prepare, negotiate, finalize and
enter into all necessary agreements in connection with documenting the decisions made by way of this Written Resolution as well as carry
out necessary completion work, including agreeing on necessary amendments to the Bond Terms and other Finance Documents.”
* * * *
Voting Period: The Voting Period shall
expire ten (10) Business Days after the date of this Notice of a Written Resolution, being on 17 October 2024 at 13:00 Oslo time. The
Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority under
the Bond Terms prior to the expiration of the Voting Period.
How to vote: A scan of a duly completed
and signed Voting Form (attached hereto as Schedule), together with proof of ownership/holdings must be received by the Bond Trustee no
later than at the end of the Voting Period and must be submitted by e-mail to mail@nordictrustee.com.
A Proposed Resolution will be passed if either:
(a) Bondholders representing at least 50% majority of the total number of Voting Bonds vote in favour of the relevant Proposed Resolution
prior to the expiry of the Voting Period; or (b) (i) a quorum representing at least 50% of the total number of Voting Bonds submits
a timely response to the Notice of a Written Resolution and (ii) the votes cast in favour of the relevant Proposed Resolution represent
at least a 50% majority of the Voting Bonds that timely responded to the Notice of a Written Resolution.
If no resolution is passed prior to the expiry
of the Voting Period, the number of votes shall be calculated at the expiry of the Voting Period, and a decision will be made based on
the quorum and majority requirements set out in Clause 15.1 (Authority of the Bondholders’ Meetings).
The effective date of a Written Resolution passed
prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary
voting majority being achieved.
If the above resolution is not adopted as proposed
herein, the Bond Terms and other Finance Documents will remain unchanged.
Yours sincerely
Nordic Trustee AS
Olav Slagsvold
Enclosed: |
|
Schedule: |
Voting form |
|
Schedule: Voting Form
ISIN: |
NO0010914914 |
– |
Solis Bond Company Designated Activity Company Senior Secured Green Bond Issue 2021/2024 |
The undersigned holder or authorised person/entity,
votes in the following manner to the Proposed Resolution as defined in the Notice of a Written Resolution dated 3 October 2024.
|
☐ |
In favour of the Proposed Resolution |
|
|
|
|
☐ |
Against the Proposed Resolution |
ISIN
NO0010914914 |
Amount of bonds owned |
Custodian Name |
Account number at Custodian |
|
|
Company |
Day time telephone number |
|
|
|
E-mail |
Enclosed to this form is the complete printout
from our custodian/VPS1, verifying our bondholding in the bond issue as of _______________.
We acknowledge that Nordic Trustee AS in relation
to the Written Resolution for verification purpose may obtain information regarding our holding of Bonds on the above stated account in
the securities register VPS.
|
|
|
Place, date |
|
Authorized signature |
Return by mail:
Nordic Trustee AS
PO Box 1470 Vika
N-0116 Oslo
Norway
Telephone: |
+47 22 87 94 00 |
E-mail: |
mail@nordictrustee.com |
| 1 | If the Bonds are held in custody other than in the VPS, evidence
provided from the custodian confirming that (i) you are the owner of the Bonds, (ii) in which account number the Bonds are held, and
(iii) the amount of Bonds owned. |
Exhibit 99.3
Alternus Sheds $100 Million of Debt and Payables,
Improves Shareholder Equity Position By Circa $45 Million From Disposal Of Certain Subsidiaries.
Fort Mill, South Carolina, October 8, 2024 –Alternus
Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), announces that on October 3, 2024, by mutual agreement and in furtherance of
the Company’s balance sheet improvement activities, Solis Bond Company DAC (“Solis”), a company formed under the laws
of Ireland and an indirect wholly owned subsidiary of the Company, was sold, along with its subsidiaries in Romania, to Solis Trustee
Special Vehicle Limited, the Solis Bondholders’ ownership vehicle, for one Euro (€1.00) in accordance with the terms of the
Solis Bonds, as amended.
As a result of the sale, Alternus has removed
approximately $100 million in debt and payables related to Solis activities and will improve shareholders equity by approximately $45
million. Solis accounted for 98% of group revenues for the six months ended June 30, 2024. Alternus will record the sale as discontinued
activities as it has no business activities in Romania.
Vincent Browne, Chief Executive Officer of Alternus,
stated: “The sale of Solis aligns with our on-going activities to significantly reduce debt and strengthen our balance sheet as
we reposition the business from an exclusive focus on utility scale solar to that of a more comprehensive energy provider going forward.
Our recent announcement of binding terms to establish a joint venture with Hover Energy to deliver state-of-the-art clean energy microgrids,
is the first such example of entering additional exciting high-value complementary segments to our existing utility activities.”
“We are also at advanced discussions in
acquiring battery storage capabilities and customer base to strengthen both our utility and microgrid businesses and are targeting additional
joint ventures and investments in other energy segments that are accretive to the group both operationally and financially in the short
and long term and supporting our wider energy provision growth strategy.”
About Alternus Clean Energy Inc.
Alternus is a transatlantic clean energy independent
power producer. Headquartered in the United States, we currently develop, install, own, and operate utility scale solar parks in North
America and Europe. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our
goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities.
Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet
in harmony.
Forward-Looking Statements
Certain information contained in this release,
including any information on the Company’s plans or future financial or operating performance and other statements that express
the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. When used
in this notice, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to us
or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as
well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number
of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond
the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors
that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s
estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should
not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Media Contact: IR@alternusenergy.com
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