Norsk Renewables AS: Private placement of NOK 36.27 million successfully completed.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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Oslo, 15 February 2024: Reference is made to the stock exchange announcement published by Norsk Renewables AS (“Norsk Renewables” or the “Company”) on 13 February 2024 regarding a contemplated share issue in the Company (the “Private Placement”), in which Pareto Securities AS has acted as sole global coordinator and bookrunner (the “Manager”).
The Company hereby announces that it has allocated 120,895,299 new shares (the “Offer Shares”) in the Private Placement at a subscription price of NOK 0.30 per Offer Share (the “Offer Price”), raising gross proceeds of approx. NOK 36.27 million. The Company had received a pre-commitment from its largest shareholder, Valinor AS (“Valinor”), which had committed to subscribe for NOK 30 million and was therefore allocated 100 million Offer Shares.
The net proceeds to the Company from the Private Placement will be used to cover development expenses to further develop the Company’s significant project pipeline in South Africa to the ready-to-build stage as well as for general operating expenses through 2024.
The Offer Shares will be issued by, and are subject to, a resolution by the Company’s extraordinary general meeting to be held on or about 2 April 2024 (the “EGM”). The Company expects to send the notice for the EGM during the course of week 8 2024.
Settlement of the Offer Shares is expected to take place on or about 5 April 2024. The allocated shares will be delivered to the applicant’s account in the Norwegian Central Securities Depository (“VPS”) on a delivery versus payment (“DvP”) basis as soon as practicable after the Conditions (as defined below) have been met. DvP settlement of the Offer Shares is facilitated through a pre-funding agreement entered into between the Company and the Manager (the “Pre-Payment Agreement”).
The completion of the Private Placement is subject to: (i) the EGM resolving to approve the Private Placement and issue the Offer Shares, (ii) the Pre-Payment Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the Norwegian Register of Business Enterprises, and (iv) the allocated Offer Shares being validly issued and registered in the VPS (together, the “Conditions”).
Following registration of the new share capital pertaining to the issuance of the Offer Shares, the Company will have a share capital of NOK 1,967,205.61 divided into 196,720,561 shares, each with a par value of NOK 0.01.
Subsequent Offering
The Board has, subject to completion of the Private Placement and certain other conditions, resolved to propose to carry out a subsequent offering of up to 23,200,000 new shares at the Offer Price (the “Subsequent Offering”) which, if applicable and subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 15 February 2024 (as registered with the VPS two trading days thereafter, the “Record Date”) who (i) do not have a pro-rata share of the Private Placement which is equal to or higher than the minimum order and allocation in the Private Placement (3.1325% of the shares outstanding in the Company), (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will receive non-transferable subscription rights in the Subsequent Offering. Over-subscription will be permitted for Eligible Shareholders. Subscription without subscription rights will not be permitted in the Subsequent Offering.
Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including a resolution by the EGM to authorise the Board to issue the new shares in the Subsequent Offering, and (iii) the prevailing market price of the Company’s shares, including the trading price of the Company’s shares exceeding the Offer Price. The subscription period for the Subsequent Offering (if applicable) will commence as soon as possible following the Board’s decision to carry out the Subsequent Offering. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering.
The net proceeds from any Subsequent Offering will be applied for general corporate purposes. A separate stock exchange notice will be made relating to the key information for the Subsequent Offering.
Equal treatment considerations
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for and be allocated the Offer Shares. The Private Placement has therefore been considered by the Board in light of the equal treatment obligations under section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines. The issuance of the Offer Shares was carried out as a private placement and, combined with focusing the geographical footprint of the Company, other available funding sources (including potential sale of operating assets) and other strategic options, is expected to cover development expenses to further develop the Company’s significant project pipeline in South Africa to ready-to-build stage and general operating expenses through 2024. Following the maturation of the said portfolio in South Africa up to ready-to-build stage, further capital will be needed to construct and complete the projects under the Company’s current strategy. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the abovementioned purposes.
In addition, the Company had received a pre-commitment from its largest existing shareholder to reduce transaction risk. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board has proposed the Subsequent Offering, subject to the conditions set out above. Finally, the Private Placement and ancillary corporate resolutions are subject to approval by the EGM, at which the Company’s shareholders will be given an opportunity to express their opinion and vote over the related share capital increase. On the basis of the above, and an assessment of the current equity markets as advised by the Manager, the Company’s need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.
Legal advisor
Advokatfirmaet Thommessen AS acts as legal counsel to the Company in connection with the Private Placement and potential Subsequent Offering.
For further information, please contact:
Ingrid Sara Grimstad Amundsgård
EVP Sustainability, HSE, Communications & Investor Relations
ingrid.sara@norskrenewables.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the STA section 5-12.
This stock exchange announcement was published by Ingrid Sara Grimstad Amundsgård, media contact at Norsk Renewables AS, on 15 of February 2024 at 23:32 CET.
About the company: Norsk Renewables is a vertically integrated independent power producer with approximately 100 MW of solar power in operation or under construction, combined with a 1 GW secured portfolio under development. Expanding commercial offerings with wind and storage projects is in line with the company`s strategy to replace consumers’ energy consumption with 100% renewable power.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Manager or any of its affiliates or any of its respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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).
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 EU 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 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.
This announcement is made by, and is the responsibility of, the Company. The Manager and its respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. It will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Manager and any of its respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of its respective affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aim”, “expect”, “anticipate”, “intend”, “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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
Kilde
