NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Vis børsmeldingen
Oslo, 3 June 2022.
Reference is made to the stock exchange announcement published by Aega ASA (“Aega” or the “Company”) on 11 March 2022 regarding updates on warrants with expiry in March 2022 and facilitation of the Company’s financing for further growth, as well as the stock exchange announcement published on 31 May 2022 announcing that the annual general meeting for 2022 has been held. The general meeting has granted authorisations to the board of directors to resolve share capital increases and issuance of convertible bonds.
The Company hereby announces an intention to carry out a private placement of new shares and/or a private placement of a convertible loan raising proceeds of up to NOK 30 million (the “Fund Raising”). No minimum proceeds have been decided for the Fund Raising. The final size and structure of the Fund Raising, including the number of new shares to be issued, the amount of convertible loan and conversion price, if made, will be resolved by the Board of Directors of the Company (the “Board”).
The net proceeds of the Fund Raising will be used for the following purposes:
• Acquisition of additional solar parks in Italy;
• Operational expenditure; and
• General corporate purposes.
The proceeds from the Fund Raising are expected to ensure financing of the Company’s acquisition of two solar parks in Italy, as further described in stock exchange announcement from 16 March 2022.
The Fund Raising will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from prospectus and registration requirements, including the Norwegian Securities Trading Act, the EU Prospectus Regulation and ancillary regulations, are available.
The subscription and conversion price and allocation of shares and loan in the Fund Raising, as applicable, will be determined through an application process with relevant investors. The process for the Fund Raising commences today and will end when the Company has received commitments from investors to contribute capital on acceptable terms for the Company. The Fund Raising may end at any time at the discretion of the Company and may be cancelled at any time and consequently, the Company may refrain from completing any private placement and issuance of convertible loan. The Company expects to announce the results of the Fund Raising in a stock exchange announcement at the latest on 30 June 2022.
The final details and structure for the Fund Raising will be determined by the Company. Details regarding allotment and payment instructions will be sent when the final allocation of the private placement and the convertible loan has been made by the Board. The Board will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon.
The completion of the Fund Raising, including any issue of shares is subject to (i) the corporate resolutions of the Company required to implement the private placement and/or the convertible loan, including issue of any shares, being validly made, and (ii) the share capital increase pertaining to the issuance of any allocated new shares being validly registered with the Norwegian Register of Business Enterprises and any allocated new shares being validly issued and registered in the Euronext Securities Oslo (ESO) (formerly VPS).
The Board has considered alternative structures for raising funds. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise funds through private placements setting aside the pre-emptive rights of the shareholders. By structuring the transaction as private placements, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower risks compared to a rights issue. In addition, the Fund Raising is subject to a publicly announced process. Accordingly, a market based subscription price will be achieved.
The Company may, subject to completion of the Fund Raising, consider conducting a subsequent share offering (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares or loan in the Fund Raising will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct the Subsequent Offering.
The Company’s latest company update presentation is available at www.aega.no.
For further information please contact:
Nils Petter Skaset, CEO of Aega ASA
Tel: +47 951 88 154, e-mail: ceo@aega.no
About AEGA
Aega ASA is a Norwegian listed investment company. The company focuses on acquisitions of smaller existing solar parks in Italy. In addition to being an industrial player in Italy, Aega also considers financial investments within the renewable energy sector.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Nils Petter Skaset chief executive officer at Aega ASA on 3 June 2022 at the CEST time stated in this announcement on behalf of the Company.
Kilde
