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Oslo, Norway, 23 December 2024: Aega ASA (the “Company”) held an extraordinary general meeting today, on 23 December 23, 2024, at 12:00 hours (CET).
Reference is made to previous stock exchange announcements published on 2 December 2024 regarding a proposed private placement of a convertible loan of up to NOK 2 million (the “Convertible Loan”) and a proposed rights issue directed at all existing shareholders in the Company with gross proceeds of up to NOK 10 million (the “Rights Issue”).
The extraordinary general meeting of the Company has today, on 23 December 2024, approved all items as proposed by the Board of Directors. This includes capital reduction by reducing the nominal value of the shares from NOK 0.5 to 0.01, issuance of the Convertible Loan, and the capital increase in connection with the Rights Issue, as well as the change of the Company`s name from Aega ASA to Nordic Financials ASA.
The minutes from the extraordinary general meeting held today, 23 December 2024, are attached to this stock exchange announcement.
ABOUT THE RIGHTS ISSUE
Successful completion of the Rights Issue is expected to result in gross proceeds of NOK 5 million and a maximum of NOK 10 million, consisting of the issuance of a minimum of 500 million and a maximum of 1 billion new shares in the Company with a nominal value of NOK 0.01 (“New Shares”) and a subscription price per share of NOK 0.01.
The funds raised from the Rights Issue are intended to provide the Company with the necessary liquidity to explore and evaluate strategic alternatives. This financial buffer will allow the Company to sustain its operations while seeking opportunities to expand its business activities, thereby enhancing its suitability for future listing. The Board of Directors aims to use this period to identify and pursue potential business ventures or partnerships that could generate significant revenue and strengthen the Company`s financial position.
Pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act, the Companys shareholders as of 23 December 2024, as registered in the Companys shareholder register in VPS as of 30 December 2024 (“Record Date”), shall have preferential rights to subscribe and be allocated New Shares. Each shareholder will receive 42.03096 subscription rights for each share they are registered as owning on the Record Date (“Subscription Right”), rounded down to the nearest whole Subscription Right.
Each subscription right will entitle the holder to subscribe for and be allocated one new share. Oversubscription and subscription without subscription rights will be permitted.
Provided that the purchase of shares occurs with the ordinary T+2 settlement, shares purchased on or prior to 23 December 2024 will entitle the holder to receive subscription rights, while shares purchased on or after 24 December 2024 will not. The shares will trade on the Oslo Stock Exchange exclusive the right to receive subscription rights from and including 27 December 2024. The subscription rights will be transferable and are expected to be listed on the Oslo Stock Exchange from the start of the subscription period until 16:30 four trading days before the end of the subscription period.
The Rights Issue is for an amount below EUR 1 million and is therefore exempt from the prospectus requirement. Any offer, if made, will be based on publicly available information and otherwise as presented by the Company. Neither the Financial Supervisory Authority nor any other public authority has or will conduct any review, control, or approval of the material prepared for the Rights Issue.
A description of the Rights Issue and other considerations for subscribing for shares will be provided in a separate presentation document for the rights issue, which will be published no later than the start of the subscription period and will include the subscription material for the offer.
If the Rights Issue is withdrawn, all subscription rights will lapse without value, any subscriptions for, and allocations of, New Shares that have been made will be disregarded and any payments for New Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights will be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.
TIMELINE AND CONDITIONS
Provided that the capital reduction reducing the nominal value of the Company’s shares to NOK 0.01 is registered with the Register of Business Enterprises in time, the subscription period for the Rights Issue will start on 10 February 2025, and end on 24 February 2025, at 16:30. If the capital reduction is not registered in time to maintain this subscription period, the subscription period will start on the third trading day on Euronext Expand after registration and expire at 16:30 two weeks later.
Included below is an indicative timeline for the Rights Issue:
23 December 2024: Last day of trading in the shares including subscription rights
27 December: First day of trading in the shares on the Oslo Stock Exchange excluding subscription rights
30 December: Record date for determination of the right to receive subscription rights
On or about 10 February 2025: Commencement of the subscription period and first day of trading in the subscription rights
On or about 18 February 2025: Last day of trading in the subscription rights
On or about 24 February 2025: Last day of the subscription period
On or about 25 February 2025: Allocation of the New Shares
On or about 27 February 2025: Issuance of the new shares
On or about 3 March 2025: Registration of the share capital increase with the Norwegian Register of Business Enterprises.
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.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
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. 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.
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 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. 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 public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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, included attachments, by such forward-looking statements.
The Company does not guarantee 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 announcement, included attachments.
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.
Neither the Company’s advisors 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 Company’s advisors nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Kilde
