Norsk Renewables AS – Final result of subsequent offering and allocation of offer shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
…
Vis børsmeldingen
Stavanger, 22 April 2024: Reference is made to the stock exchange notices published by Norsk Renewables AS (the “Company”) on 5 and 8 April 2024, regarding the subsequent offering of up to 23,200,000 new shares (the “Offer Shares”) in the Company, each with a nominal value of NOK 0.01, at a subscription price of NOK 0.30 per share (the “Subsequent Offering”), and the stock exchange from earlier today regarding the last day of the subscription period.
The subscription period in the Subsequent Offering expired on 19 April February 2024 at 16:30 hours (CEST). The final results show that the Company has received valid subscriptions for 12,385,143 Offer Shares. Hence, the company’s board of directors has resolved that a total of 12,385,143 Offer Shares will be allocated in accordance with the allocation criteria set out in the share subscription form.
The Company will raise NOK 3,715,542.90 in gross proceeds through the Subsequent Offering.
Subscribers having access to investor services through their VPS account manager will be able to check the number of Offer Shares allocated to them and the corresponding amount to be paid by each subscriber from 10:00 hours (CEST) on 23 April 2024. Subscribers who do not have access to investor services through their VPS account manager may contact Pareto Securities AS (the “Manager”) on telephone number +47 22 87 87 00 from 10:00 hours (CEST) on 23 April 2024 to obtain information about the number of Offer Shares allocated to them.
The deadline for payment for the allocated Offer Shares is 24 April 2024, in accordance with the information set out in the Company’s stock exchange notice published on 8 April 2024 and communicated on the share subscription form.
The Offer Shares may not be transferred or traded until they are fully paid and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises (“NRBE”). Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, and subject to registration of the capital increase pertaining to the Subsequent Offering being registered in NRBE, the delivery of the Offer Shares pertaining to the Subsequent Offering is expected on or about 2 May 2024. The Manager may be contacted for information regarding allocation, payment and delivery of the Offer Shares.
Following the issuance of the 12,385,143 Offer Shares, the Company’s share capital will be NOK 2,091,057.04, divided into 209,105,704 shares, each with a nominal value of NOK 0.01.
Pareto Securities AS is acting as Manager in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to Norsk Renewables AS in relation to the Subsequent Offering.
Further information about the Subsequent Offering and the subscription procedures is included in the Company’s stock exchange notice of 8 April 2024.
Increasing the focus on South Africa
Norsk Renewables is pleased to have been able to raise equity through the private placement and the subsequent offering. The company aims to direct a significant portion of its focus, resources and capital towards the development of the significant project pipeline in South Africa, while at the same time completing the construction in Brasil. As stated in previously, the company will also look into sale of operating assets with the aim of reallocating capital to the South African operations. Given the size of the project portfolio in South Africa, the company foresees that near term project investments will be focused on South Africa only. Furthermore, the company will continue its focus on decreasing its operational expenses in order to maximize the value creation of the available capital.
Norsk Renewable`s CEO, Torbjørn Elliot Kirkeby-Garstad is confident about the strategy, stating “Our reallocation of capital and strategic adjustment of market focus reflects our commitment to maximizing value for our stakeholders in the long term. By focusing on the South Africa project pipeline and completing our existing pipeline, we are poised for growth.”
For more information, please contact:
Ingrid Sara Grimstad Amundsgård
EVP Sustainability, HSE, Communications & Investor Relations
ingrid.sara@norskrenewables.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Norsk Renewables AS in brief
Norsk Renewables AS 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. 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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. 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.
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 and “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
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 (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.
This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. The Manager will not regard any other person as its clients in relation to the Subsequent Offering 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 Subsequent Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Manager and any of its 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 Subsequent Offering 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, the Manager and any of its 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 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
