Grupo Ecoener, S.A. (BME: ENER) told the CNMV on 28 July 2026 that its board had approved an issue of bonds mandatorily convertible into ordinary shares for a nominal total of 15.000.000 euros, carrying a fixed annual coupon of 11,50 percent and converting no later than 6 August 2029. The company filed the announcement as inside information under article 17 of Regulation (EU) 596/2014 and article 226 of Ley 6/2023. It said the purpose was to finance investment in its business and, through that, the organic growth of the group.
The operation closed quickly. On 29 July the company reported that firm and irrevocable subscription orders had been signed and that the final terms were fixed: 15.000.000 euros nominal, 15.000.000 euros in cash proceeds, and 150 bonds issued. On 7 August the Incorporations and Suspensions Committee of the Mercado Alternativo de Renta Fija admitted the bonds to trading with effect from that day, under ISIN ES0305548002.
The terms
Each bond has a face value of 100.000 euros and was subscribed at 100 percent of nominal. The conversion price is 5,00 euros per ordinary share, so each 100.000 euro denomination entitles its holder to approximately 20.000 ordinary shares, subject to anti-dilution adjustments. Conversion is compulsory. It happens on the earlier of the third anniversary of the disbursement date, 6 August 2029, or an early conversion event, and the terms provide no cash redemption at any point.
Interest accrues from disbursement to conversion on an ACT/ACT ICMA basis and is paid annually in arrears on each anniversary of the disbursement date, which was set for 6 August 2026. Accrued interest does not form part of the convertible amount and does not give rise to any additional shares.
The issue was directed exclusively at qualified investors within the meaning of article 2(e) of Regulation (EU) 2017/1129 and article 194 of Ley 6/2023, and was made under an exemption from the obligation to publish a prospectus. Banca March, S.A. acted as placement agent and as registered adviser for the MARF admission, taking the bonds first and transferring them immediately to investors. Order collection was expected to run 24 to 48 hours. The board excluded shareholders’ pre-emption rights, using the delegation granted by the general meeting of 19 June 2026, and prepared a directors’ report and a report on the bases and methods of conversion. Ecoener also suspended the liquidity contract it holds with Renta4 Banco, S.A. for the duration of the operation.
What the company disclosed alongside the issue
Attached to the inside information filing was a preliminary results presentation for the first half of 2026. It put generation output at 600-620 GWh against 406 GWh in the first half of 2025, with Latin American generation increasing over 100 percent. Revenue was given as 47 to 50 million euros against 42 million euros, split 82 percent generation, 15 percent supply company and 3 percent services. EBITDA was put at 29 to 31 million euros against 19,6 million euros, with the margin moving from 47 percent to about 60 percent. The presentation also listed 200 MW ready to build in Guatemala, where the company already has 163 MW in operation, and 54 MW ready to build in Romania with 98 MW in advanced pipeline.
Those figures sit against a 2025 that Ecoener reported in February. EBITDA rose 20 percent to 42,3 million euros, the margin reached 50 percent, seven points more than the previous year, and revenue was 85 million euros, up 4 percent. Consolidated net profit was 5,8 million euros. Installed capacity in operation rose 60 percent to 680 MW after 253 MW of new plant, taking total capacity including construction to 815 MW, six times the volume at the 2021 flotation. Generation reached 935 GWh, up 33 percent. Spanish America contributed sales of more than 53 million euros, 63 percent of the total, and 82 percent of generation revenue came from long-term sale agreements and the regulated market. The company guided to sales of 115 million euros in 2026 and 132 million euros in 2027, with EBITDA of 65 million euros and 80 million euros in those years.
Analysis: equity on a three-year delay, priced today
The instrument is not a bond that might become equity. It is equity with a fixed date attached. Mandatory conversion with no cash redemption means the 15.000.000 euros never has to be repaid in cash, and the 11,50 percent coupon is the price of that. Holders take the share price risk from the outset, because they receive approximately 20.000 shares per 100.000 euro bond whatever the market does, and the company takes no refinancing risk at maturity. For an issuer running a capital expenditure programme against 42,3 million euros of 2025 EBITDA, that trade is what the structure does.
The conversion price of 5,00 euros is the number to hold on to. It is fixed at issue, adjusted only for anti-dilution events, and it determines how much of the company the 150 bonds represent when they convert in August 2029. Nothing in the filings ties that price to a market reference, and nothing in them commits the company to any share count outcome other than the arithmetic of the terms.
The disclosure route is unusually informative about what this is not. The bonds were placed under a prospectus exemption to qualified investors, so no CNMV-approved prospectus exists. Admission to MARF ran on an incorporation document prepared under MARF Circular 1/2025, and Ecoener attached a footnote to two separate filings stating that the document published on its website at the date of those communications had not been verified, reported on or approved by MARF. MARF is a multilateral trading facility, not a regulated market, and the incorporation committee assesses whether an issue meets the circular’s requirements. Retail access to the instrument is not part of the design.
The half-year figures released with the issue are estimates, labelled preliminary, and give ranges rather than points on every line. A reader comparing them with the February guidance will note that the full-year revenue target of 115 million euros implies a second half materially larger than the 47 to 50 million euros estimated for the first, and that the EBITDA target of 65 million euros sits against a first-half estimate of 29 to 31 million euros. The audited half-year accounts and the fourth-quarter commissioning schedule for the 332 MW described as reaching ready to build during 2026 are the documents that will settle whether those targets hold.
