NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, November 6, 2017: Scatec Solar ASA (the “Issuer“) hereby gives conditional notice that it will redeem in full its outstanding NOK 500,000,000 FRN Senior Unsecured Bond Issue 2015/2018 (ISIN NO0010752298) (the “Bonds“).
Unless otherwise defined herein, terms used in the consent solicitation memorandum dated 23 October 2017 (the “Consent Solicitation Memorandum“) shall have the same meaning in this announcement.
In accordance with the bond agreement governing the Bonds (the “Bond Agreement“), the Issuer has today sent notice of Early Redemption to the Bondholders. All Bonds are contemplated to be redeemed at the early redemption price (the “Early Redemption Price“) corresponding to 104.25 per cent. of par value together with accrued and unpaid interest in accordance with the Bond Agreement.
The Early Redemption settlement date is set to and will be made on or about 23 November 2017. Payment of the Early Redemption Price will, if completed, be made to each person who, in accordance with the Bond Agreement, is registered as a Bondholder in the Securities Depository at end of business on 21 November 2017.
This notice of Early Redemption is conditional on the successful settlement of the issue of New Bonds priced on 31 October 2017. No separate announcement will be released once this condition has been fulfilled.
Subject to settlement of the issue of New Bonds, payment of the Early Consent Fee of 0.50 per cent. in respect of the Bonds will be paid on or around the Early Redemption date to eligible investors in accordance with the terms and conditions of the Consent Solicitation, as described in the Consent Solicitation Memorandum.
For questions relating to the Early Redemption or the Consent Solicitation, please contact the Solicitation Agents.
Nordea Bank AB (publ), Filial i Norge
Tlf.: +45 6161 2996
Swedbank Norge, Norwegian Branch of Swedbank AB (publ)
Tlf.: +46 8 700 90 22
Consent Solicitation Paying Agent:
Nordea Bank AB (publ)
About Scatec Solar
Scatec Solar is an integrated independent solar power producer, delivering affordable, rapidly deployable and sustainable source of clean energy worldwide. A long term player, Scatec Solar develops, builds, owns, operates and maintains solar power plants, and already has an installation track record of close to 600 MW.
Currently, the company is producing electricity from 322 MW of solar power plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and another 394 MW are under construction.
With an established global presence, the company is growing briskly with a project backlog and pipeline of more than 1.5 GW under development in the Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in Oslo, Norway.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Issuer. The Issuer’s financial advisors are acting exclusively for the Issuer and no one else, and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, or for advice in relation to the Proposal or the New Bond Issue (collectively the “Transaction“), the contents of this announcement or any of the matters referred to herein. The Transaction and the distribution of this announcement and other information in connection with the Transaction may be restricted by law in certain jurisdictions. The Issuer assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The Transaction has not been, and will not be, made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Transaction in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Issuer or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any bonds in relation to the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Issuer. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Issuer only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.