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“UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Cloudberry Clean Energy ASA (“Cloudberry” or the “Company”) has retained
Carnegie AS and Pareto Securities AS as Joint Global Coordinators and Joint
Bookrunners together with Skandinaviska Enskilda Banken AB (publ) as Joint
Bookrunner (collectively referred to as the “Joint Bookrunners”) to advise on
and effect a contemplated private placement for gross proceeds of up to NOK 600
million directed towards Norwegian and international investors, subject to and
in compliance with applicable exemptions from relevant prospectus or
registration requirements (the “Private Placement”).
The Private Placement is contemplated to be carried out by issuing up to
38,750,000 new shares in the Company (equal to approx. 19.99% of the shares
outstanding) (the “Offer Shares”) in a tranche of shares to be delivered to
investors in the form of existing shares in the Company that are tradeable on
Oslo Børs upon allocation, and a number of Additional Offer Shares (as defined
below), to be delivered to certain investors that have agreed to be allocated
Additional Offer Shares, in a separate tranche of shares which will not be
listed on Oslo Børs until publication by the Company of a listing prospectus.
The price of the Offer Shares and the Additional Offer Shares will be determined
through an accelerated book-building process (the “Offer Price”).
The net proceeds from the Private Placement will be used to finance acquisition
and construction costs of the Company’s Kafjärden onshore wind farm project
(approx. NOK 200 million), retaining an increased ownership share (approx. 50%)
in the Company’s Stenkalles Grund shallow water wind farm project through
construction (approx. NOK 240 million), the potential acquisition of Captiva
(approx. NOK 48 million) and further growth opportunities. In the event of non
-completion of the Captiva acquisition, the proceeds related to the acquisition
will be used to finance other growth opportunities.
The growth opportunities to be funded by the contemplated Private Placement are
expected to increase Cloudberry’s funded portfolio from approx. 220 MW currently
to approx. 300 MW post completion of the Private Placement. Through continued
portfolio optimization and capital allocation, Cloudberry will aim to pursue the
most profitable developments through to production with optimized ownership
stakes. Maintaining a robust balance sheet enables Cloudberry to act on
attractive opportunities like the Kafjärden project, and the contemplated
Private Placement will further strengthen Cloudberry’s room to act on similar
actionable hydro and wind projects going forward.
CEO comment
“Cloudberry is uniquely positioned in the Nordic renewable power market with a
lot of growth opportunities meeting our strict ESG requirements. We remain
committed to only pursue projects that meet our return criteria combined with
acceptable risks and upside potential. The contemplated Private Placement will
fund accretive projects such as Kafjärden and Stenkalles Grund, and enable us to
add further attractive projects to our growing portfolio”, says Anders Lenborg,
CEO of Cloudberry.
Information on the contemplated Private Placement
The Joint Bookrunners have received pre-commitments of approx. NOK 300 million
from the three largest shareholders Joh Johannson Eiendom AS, primary insider
Morten Bergesen and affiliates (Havfonn AS and Snefonn AS) and Ferd AS.
The completion of the Private Placement by delivery of Offer Shares and
Additional Offer Shares to investors is conditional upon, without limitation,
the following conditions being satisfied: (i) all necessary corporate
resolutions being validly made by the Company, including without limitation, the
board of directors of Cloudberry (the “Board”) resolving to consummate the
Private Placement and issue the Offer Shares and the Additional Offer Shares
pursuant to the board authorisation granted by the Company’s extraordinary
general meeting held on 17 June 2021, pursuant to which the Board may also waive
the pre-emption rights of existing shareholders, (ii) the Share Lending
Agreement (as defined below) not being terminated prior to allocation, and (iii)
in respect of the Additional Offer Shares, payment in full of all of the
Additional Offer Shares and registration of the share capital increase relating
to the Additional Offer Shares in the Norwegian Register of Business Enterprises
(jointly the “Conditions”).
The bookbuilding period for the Private Placement will commence on 8 December
2021 at 16:30 CET and is expected to close on 9 December 2021 at 08:00 CET (the
“Bookbuilding Period”). The Company, after consultation with the Joint
Bookrunners, reserves the right to at any time and in its sole discretion
resolve to close or to extend the Bookbuilding Period or to cancel the Private
Placement in its entirety without further notice. If the Bookbuilding Period is
shortened or extended, any other dates referred to herein may be amended
accordingly.
Delivery of the Offer Shares allocated in the Private Placement will, in order
to facilitate delivery-versus-payment (DVP), be made by delivery of existing and
unencumbered shares in the Company already admitted to trading on Oslo Børs,
pursuant to a share lending agreement entered into between the Company, the
Joint Bookrunners and certain existing shareholders (the “Share Lending
Agreement”). The Offer Shares delivered to the subscribers will thus be tradable
from allocation. The Joint Bookrunners will settle the share loan with new
shares in the Company to be issued in connection with the Private Placement.
Notification of allocation and payment instruction is expected to be sent by the
Joint Bookrunners on or about 9 December 2021, the first day of trading for the
Offer Shares on Oslo Børs is expected to be on or about 9 December 2021 (T) and
the settlement date is expected to be on or about 13 December 2021 (DVP T+2).
Any residual between the offer size of NOK 600 million and the number of Offer
Shares (38,750,000) multiplied by the Offer Price will be covered by issuance of
new shares by the Company in a separate tranche (the “Additional Offer Shares”).
The Additional Offer Shares will be registered with the VPS on a separate ISIN
from the existing shares of the Company, pending publication by the Company of a
listing prospectus (the “Listing Prospectus”) and will not be tradable on Oslo
Børs until the Listing Prospectus has been approved by the Norwegian Financial
Supervisory Authority and published by the Company. Following publication of the
Listing Prospectus, the Additional Offer Shares will assume the same ISIN in the
VPS as the other outstanding shares in the Company and be tradable on Oslo Børs.
Snefonn AS and Havfonn AS have agreed to be allocated Additional Offer Shares,
and all other investors that are allocated shares in the Private Placement will
thus receive Offer Shares which are tradeable upon allocation.
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 the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act, the Prospectus Regulation and
ancillary regulations, are available.
The allocation will be made at the sole discretion of the Board after input from
the Joint Bookrunners. Allocation will be based on criteria such as (but not
limited to), current ownership in the Company, price leadership, timeliness of
the application, relative order size, sector knowledge, perceived investor
quality and investment horizon. The Board may, at its sole discretion, reject
and/or reduce any applications. There is no guarantee that any applicant will be
allocated Offer Shares.
Subject to completion of the Private Placement, the Company has agreed to a 90
-day lock-up for the Company, subject to customary exemptions.
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment. The Board is of the view that the contemplated transaction will be in
compliance with these requirements. The Board has considered alternative
structures for the raising of new equity. 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 equity through a private placement setting aside the
pre-emptive rights of the shareholders. By structuring the transaction as a
private placement, the Company expects to be in a position to complete the share
issue in today’s market conditions in an efficient manner and at a higher
subscription price than would have been the case for a rights issue. In the
assessment it has also been taken into consideration that the Private Placement
is subject to a publicly announced book-building process.
The Company may, subject to completion of the Private Placement, and certain
other conditions, propose to carry out a subsequent offering of new shares (the
“Subsequent Offering”) which, subject to applicable securities law, will be
directed towards existing shareholders in the Company as of 8 December 2021 (as
registered in the VPS two trading days thereafter), who (i) were not allocated
Offer Shares or Additional Offer Shares in the Private Placement, and (ii) are
not resident in a jurisdiction where such offering would be unlawful or, would
(in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action.
Please see attached an updated Company presentation.
Advokatfirmaet DLA Piper Norway DA acts as legal advisor to the Company and
Advokatfirmaet Grette AS acts as legal advisor to the Joint Bookrunners.
For further information, please contact:
Anders Lenborg, CEO, +47 934 13 130, al@cloudberry.no
Christian Helland, CVO, +47 418 80 000, ch@cloudberry.no
Suna Alkan, CSO, +47 913 02 907, sa@cloudberry.no
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Suna Alkan, CSO at
Cloudberry Clean Energy ASA on 8 December, 2021, at 16:30 CET.
About Cloudberry
Cloudberry is a renewable energy company operating in the Nordics and in
accordance with local tradition. The Company owns, develops, and operates
hydropower plants and wind farms in Norway and Sweden. Cloudberry is powering
the energy transition to a sustainable future by providing new renewable energy
today and for future generations. The Company believes in a fundamental long
-term demand for renewable energy in Europe. With this as a fundament,
Cloudberry is building a sustainable, scalable, efficient, and profitable
platform for creation of shareholder value. Cloudberry`s shares are traded on
Oslo Stock Exchange’s main list (Oslo Børs), supported by strong owners and led
by an experienced team and board. The Company has offices in Oslo, Norway (main
office) and Karlstad, Sweden. To learn more about Cloudberry, go to
www.cloudberry.no
Important Notices
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. 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
of the Company may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”). The securities of the Company have
not been, and will not be, registered under the U.S. Securities Act. Any sale in
the United States of the securities mentioned in this communication will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
U.S. Securities Act. No public offering of the securities will be made in the
United States. 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 EU Prospectus Regulation, i.e., only to investors who can receive
the offer without an approved prospectus in such EEA Member State. The
expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State). In the United Kingdom,
this communication is only addressed to and is only directed at Qualified
Investors who (i) are 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) are persons falling within Article 49(2)(a) to
(d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as “Relevant Persons”). These
materials are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to 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. Any
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Private
Placement. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
Company’s shares. Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company’s shares and determining appropriate
distribution channels. 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 “anticipate”,
“believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will”
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.
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. 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. Current
market conditions are affected by the COVID-19 virus outbreak. The development
in both Cloudberry’s operations as well as relevant financial markets in general
may be affected by government measures to mitigate the effect of the virus,
reduction in activity, unavailable financial markets and other. The information,
opinions and forward-looking statements contained in this announcement speak
only as at its date and are subject to change without notice. Each of the
Company, the Joint Bookrunners and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise. This announcement is made by and, and is the
responsibility of, the Company. The Joint Bookrunners 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 contents of this announcement or any of the
matters referred to herein. Neither the Joint Bookrunners nor any of their
respective affiliates makes any representation as to the accuracy or
completeness of this announcement and none of them accepts any responsibility
for the contents of this announcement or any matters referred to herein. 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 of the Company. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
