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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
Reference is made to the stock exchange notice published on 22 September 2022
regarding the contemplated private placement of new shares (the “Private
Placement”) in Cloudberry Clean Energy ASA (“Cloudberry” or the “Company”).
Cloudberry is pleased to announce that a total of 51,612,903 new shares (the
“Offer Shares”) have been allocated in the Private Placement, at a subscription
price of NOK 15.50 per Offer Share (the “Offer Price”), raising gross proceeds
of approximately NOK 800 million. The Private Placement attracted strong
interest from high quality investors in the Nordics and internationally.
Carnegie AS, Jefferies GmbH and Pareto Securities AS acted as Joint Global
Coordinators and Joint Bookrunners (collectively referred to as the “Managers”)
in connection with the Private Placement.
The net proceeds from the Private Placement will be used as follows: As
communicated in the Company’s Q2 report, the Company’s total portfolio comprises
324 MW, of which 270 MW has financing. NOK 500 million will be used towards
funding the remaining c. 50 MW in the portfolio. NOK 300 million will be used
towards optimising and enhancing the capacity of the Company’s existing assets
and towards M&A, both identified and future opportunities.
The following primary insiders and close associates of primary insiders have
subscribed for and been allocated new shares in the Private Placement, which is
regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:
· Mittas AS, a company closely related to the board member Benedicte Fossum,
was allocated 32,258 new shares in the Private Placement and will, following
completion of the Private Placement, hold 100,103 shares in the Company.
· Nicolai Nordstrand, board member of the Company, was allocated 19,354 new
shares in the Private Placement and will, following completion of the Private
Placement, hold 31,264 shares in the Company.
· Lotmar Invest AS, a company closely related to the Chief Operating Officer
Jon Gunnar Solli, was allocated 3,225 new shares in the Private Placement and
will, following completion of the Private Placement, hold 603,723 shares in the
Company. Jon Gunnar Solli also holds 1,150,000 warrants.
Detailed information on the PDMR/PCA trades will be disclosed separately.
The Company, Carnegie AS in capacity as Settlement Agent for the Managers and
certain existing shareholders have entered into a share lending agreement to
facilitate delivery-versus-payment (DVP) settlement of 46,973,755 Offer Shares
which will be made by delivery of existing and unencumbered shares in the
Company already admitted to trading on Oslo Børs. Such Offer Shares will
accordingly be tradable from notification of allocation. The Settlement Agent
will settle the share loan with a corresponding number of new shares in the
Company, which the board of directors of the Company (the “Board”) has resolved
to issue pursuant to the board authorisation granted by the Company’s ordinary
general meeting held on 28 April 2022. The remaining 4,639,148 Offer Shares,
allocated to one investor which has agreed to such allocation, will be
registered with the Norwegian Central Securities Depositary, Euronext Securities
(the “VPS”) on a separate ISIN from the existing shares of the Company, pending
approval by the Norwegian Financial Supervisory Authority (the “NFSA”) and
publication by the Company of a prospectus (the “Prospectus”). These Offer
Shares will accordingly not be tradable on Oslo Børs until the Prospectus has
been approved by the NFSA, upon which these shares will assume the same ISIN in
the VPS as the other existing shares in the Company and be tradable on Oslo
Børs. The Prospectus is expected to be approved by the NFSA and published by the
Company in January 2023.
Notification of allocation and payment instruction is expected to be sent by the
Managers on or about 23 September 2022.
The first day of trading for the Offer Shares on Oslo Børs is expected to be on
or about 23 September 2022 (T) and the settlement date is expected to be on or
about 27 September 2022 (DVP T+2).
In connection with the Private Placement, the Company has agreed to a 90-day
lock-up for the Company, subject to customary exemptions.
Following registration of the share capital increase relating to the Private
Placement with the Norwegian Register of Business Enterprises, the Company’s
share capital will be NOK 72,819,152.50, divided into 291,276,610 shares, each
with a par value of NOK 0.25.
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 rules of equal
treatment. The Board is of the view that the Private Placement is 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.
The Board has resolved to carry out a subsequent repair offering (the “Repair
Issue”) of up to 2,580,645 new shares at the same subscription price as in the
Private Placement which will be directed towards existing shareholders in the
Company as of 22 September 2022 (as registered in the VPS on 26 September 2022),
who (i) were not allocated new shares in the Private Placement, (ii) were not
wall-crossed in relation to the pre-sounding of the Private Placement and (iii)
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 (“Eligible Shareholders”). The Eligible
Shareholders are expected to be granted non-tradable allocation rights.
Oversubscription will not be allowed.
The Repair Issue is subject to (i) required corporate resolutions, including
that the Company’s general meeting (the “General Meeting”) authorizes the Board
to carry out the Repair Issue and (ii) the publication of the Prospectus. The
Company will convene an extraordinary general meeting shortly to deal with the
proposal. The subscription period in the Repair Offering is expected to commence
shortly after the publication of the Prospectus, expected in January 2023.
The Company’s Board of Directors may in its sole discretion decide not to carry
out the Repair Issue, e.g. if the prevailing market price of the Company’s share
is lower than NOK 15.5 per share, allowing the shareholders to reduce the
dilutive effect of the Private Placement by acquiring shares in the open market
at similar price.
The Board has also proposed that the General Meeting resolves a new board
authorization to increase the share capital by up to 18,204,788 through the
issue of up to 72,819,152 new shares each having a par value of NOK 0.25. Such
authorization will be reserved for future financing of strategic growth
opportunities.
Advokatfirmaet DLA Piper Norway DA is acting as legal advisor to the Company (as
to Norwegian law) and DLA Piper UK LLP is acting as special US deal counsel (as
to US law). Advokatfirmaet Grette AS is acting as legal advisor to the Managers
(as to Norwegian law).
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
Ole-Kristofer Bragnes, Senior Financial Officer, +47 917 03 415,
okb@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 Ole-Kristofer Bragnes,
Senior Financial Officer at Cloudberry Clean Energy ASA on 23 September, 2022,
at 01:00 CEST.
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), Karlstad, Gothenburg and Eskilstuna, Sweden. To learn more about
Cloudberry, go to http://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 have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or with
any securities regulatory authority of any state or jurisdiction of the United
States or under the securities laws or with any securities regulatory authority
of any state or other jurisdiction of the United States. Accordingly, 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. 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, amongst other things, the war in Ukraine and
the associated uncertainty in the European energy markets and supply situation,
and 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 these circumstances, 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 Managers 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 Managers 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 Managers 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
