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.
24 March, 2017
Reference is made to the stock exchange announcement release from Scatec Solar ASA (“SSO” or the “Company”) published yesterday regarding the contemplated private placement of new shares in the Company.
The Company has raised approximately NOK 380 million in gross proceeds through a private placement consisting of 9,380,000 new shares (the “New Shares”) at a price of NOK 40.50 per share (the “Private Placement”).
The Private Placement took place through an accelerated bookbuilding process after close of markets yesterday. The Private Placement attracted strong interest from both existing shareholders as well as new high quality institutional investors, and was significantly oversubscribed.
The net proceeds from the Private Placement will be used to fund the equity portion of investments in backlog and pipeline projects on top of the Company’s current self-funded growth capacity, further supporting the Company’s growth.
The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. The Company believes it is well positioned for further profitable growth, which forms the background for carrying out the Private Placement and strengthening its equity capital. The board of directors of the Company has considered different transaction alternatives and concluded that the Private Placement structure would best attend to the common interest of the Company and its shareholders. Taking into consideration inter alia limited discount, size of placement, utilisation of market conditions, pre-announced and broadly marketed placement, transaction risk, costs, as well as dilution effects, the board of directors has, after thorough assessments found that there are sufficient and objective grounds for setting aside existing shareholders pre-emptive rights to subscribe for shares.
The New Shares will be issued based on a board authorisation given by the Annual General Meeting held 4 May 2016. The New Shares will be settled through a delivery versus payment transaction on a regular t+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Company, the Managers and Scatec AS.
ABG Sundal Collier ASA, Carnegie AS and Nordea Bank AB (publ), filial i Norge acted as Joint Bookrunners in the private placement. Advokatfirmaet Selmer DA is acting as legal advisor for Scatec Solar ASA in connection with the Private Placement.
For further information, please contact:
Mr. Raymond Carlsen, CEO, tel: +47 454 11 280, firstname.lastname@example.org
Mr. Mikkel Tørud, CFO, tel: +47 976 99 144, email@example.com
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 600 MW.
The company is producing electricity from 322 MW of solar power plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan. With an established global presence, the company is growing briskly with a project backlog and pipeline of 1.8 GW under development in the Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in Oslo, Norway and listed on the Oslo Stock Exchange under the ticker symbol ‘SSO’.
To learn more, visit www.scatecsolar.com.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company’s financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the Private Placement, the contents of this announcement or any of the matters referred to herein. The Private Placement and the distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. The Company 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 Private Placement has not been 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 Private Placement 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 Company 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. The shares to be issued in the Private Placement 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 Company. 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 Company 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.