NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
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Hafslund Vekst AS (the “Seller”), which is a company owned by Hafslund AS, has executed a block sale of existing shares (the “Offering”) in Magnora ASA (the “Company”) through a club deal in the pre-sounding phase of the Offering.
The Seller has, as of this announcement, successfully sold 4,474,272 shares in the Company (the “Offer Shares”), which equals approx. 6.8% of the Company’s outstanding shares, at a price of NOK 22.10 per Offer Share, which equals approx. 5.3% discount to the 1-month volume-weighted average price of the Company’s shares (NOK 23.33 per share). The Offering generated gross proceeds to the Seller of approx. NOK 99 million.
Following completion of the Offering, the Seller owns no shares in the Company. The Seller’s shareholding in the Company has thus, through the Offering, fallen below the 5% disclosure threshold.
The Seller partnered with the Company two years ago (September 2022) with the underlying goal of increasing renewable energy production in the Nordics. Since the formation of this partnership, a gross project portfolio of approx. 2000 MW has successfully been established through Hafslund Magnora Sol (40% owned by the Company, 40% by the Seller and 20% by Helios Nordic Energy). Furthermore, in May 2024 Helios Nordic Energy (40% owned by the Company) was successfully sold to SunMind, a subsidiary of VINCI, after scaling to become one of the leading developers of Solar PV and storage in the Nordics with more than 11 GW in the pipeline and 10 GW under development. Following this sale, the Company’s remaining project portfolio is primarily situated outside of the Nordics, which falls outside of the Seller’s strategic geographical focus. The Seller has therefore decided to divest its ownership in the Company in order to reinvest the net proceeds in other strategic projects within its underlying mandate. In 2023, the Seller acquired a portfolio of 250 MW from Helios Nordic Energy, which is expected to be delivered ready-to-build in the coming months. The development of this and other strategic investments in the Nordics will continue independently of the divestment in the Company.
The notification of allocation in the Offering is expected to be communicated on or about 20 November 2024 (T) before 09:00 CET. The settlement in the Offering is expected to take place on or about 22 November 2024 on a delivery versus payment basis (normal DVP T+2). The Offer Shares will be tradeable on Oslo Børs from T.
The Seller will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.
Pareto Securities AS acted as sole bookrunner and sole manager in the Offering (the “Manager”).
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 its securities in the United States or to conduct a public offering of securities 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 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 (EU) 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 “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 Seller 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 their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Neither the Manager nor any of its 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 in the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Kilde
