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Oslo, 21 October 2020 - Reference is made to the stock exchange announcement
published by Scatec Solar ASA (“SSO” or the “Company”, ticker code “SSO”) on 20
October 2020, concerning the contemplated private placement of new shares in the
Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been
successfully completed, raising approximately NOK 4,750 million in gross
proceeds through the allocation of 20,652,478 shares (the “Private Placement
Shares”) at a subscription price of NOK 230 per share, which represents a 6.08%
discount to the 10-day volume weighted average price, and a 6.43% discount to
the last closing price.
The application period for the Private Placement closed at 19:00 (CET) on 20
October 2020. The Private Placement and the issuance of 13,768,280 of the
Private Placement Shares (the “New Shares”) were resolved by the Company’s board
of directors (the “Board”) at a board meeting held on 20 October 2020, based on
the authorisation granted to the Board at the Company’s annual general meeting
held on 25 June 2020. 6,884,198 of the Private Placement Shares will be settled
with existing and unencumbered shares in the Company that are already listed on
the Oslo Stock Exchange pursuant to a share lending arrangement between the
Company, the Joint Bookrunners and Scatec AS as share lender and 13,768,280 of
the Private Placement Shares shall be settled with the New Shares pursuant to a
pre-funding arrangement entered into between the Company and certain of the
Joint Bookrunners. The Private Placement Shares delivered to the investors will
be tradable from registration of the capital increase for the New Shares with
the Norwegian Register of Business Enterprises, expected on or about 21 October
2020. The Board resolved to call for an extraordinary general meeting (the
“EGM”) to resolve to issue 6,884,198 new shares for the purpose of settling the
share lending (the “EGM Issue”). The shares to be issued through the EGM Issue
will be listed and tradable on the Oslo Stock Exchange upon the registration of
the share capital increase pertaining to the EGM Issue with the Norwegian
Register of Business Enterprises and the VPS, and following the publication of a
prospectus which will be prepared by the Company and approved by the Financial
Supervisory Authority of Norway prior to publication, which is expected to take
place during 12 November 2020. The settlement of the Private Placement is not
conditional upon or otherwise affected by the outcome of the EGM. If the EGM
does not approve the EGM Issue, the redelivery of the borrowed shares will
instead be settled in cash by way of transfer of the gross proceeds from the
sale of the 6,884,198 borrowed shares in the Private Placement to Scatec AS. In
such event, the Company’s gross proceeds from the Private Placement shall
comprise the gross proceeds from the New Shares, i.e. NOK 3,167 million. Notice
for the EGM is expected to be distributed on 21 October 2020.
Completion of the Private Placement implies a deviation from the existing
shareholders’ pre-emptive rights to subscribe for and be allocated new shares.
The Board has carefully considered such deviation and has resolved that the
Private Placement is in the best interests of the Company and its shareholders.
In reaching this conclusion the Board has among other things considered the
limited discount to market price of the Company’s shares, the limited, the
limited increase of the share capital represented by the Private Placement and
the necessity for the Company to realize its communicated growth targets in line
with its approved strategy. Furthermore, the Company shall consider to conduct a
subsequent share offering towards shareholders in the Company on 20 October
2020, as registered in VPS on 22 October 2020 who may lawfully participate and
who were not allocated shares in the Private Placement, subject to (i) the
prevailing market price of the Company’s shares, (ii) relevant corporate
resolutions being passed by the Company, including the approval by the EGM and
(iii) the approval of a prospectus by the Norwegian Financial Supervisory
Authority. The Board resolved to call for the EGM to resolve an authorisation
for the Board to implement a subsequent share offering of up to 2,065,248 new
shares, on the terms and conditions set out above.
Notification of allotment of the Private Placement Shares and payment
instructions is expected to be sent to the applicants through a notification
from the Joint Bookrunners on 21 October 2020. Settlement of the Private
Placement Shares towards investors will be made on a delivery versus payment
basis on 23 October 2020 (T+2 settlement).
Following registration of the new share capital pertaining to the New Shares in
the Private Placement with the Norwegian Register of Business Enterprises, which
is expected to take place on or about 21 October 2020, the Company will have an
issued share capital of NOK 3,786,286.725, divided into 151,451,469 shares, each
with a par value of NOK 0.025. Upon approval of the EGM Issue and issuance of
6,884,198 new shares, the Company’s share capital will be NOK 3,958,391.675,
divided into 158,335,667 shares, each with a par value of NOK 0.025.
The net proceeds from the Private Placement will be used (i) to refinance USD
300 million of the acquisition facilities totaling USD 700 million provided by
BNP Paribas, DNB Bank ASA, Nordea Bank Abp, filial i Norge and Swedbank AB
(publ) for the acquisition of SN Power and (ii) the remaining amount for growth
capital and general corporate purposes.
BNP Paribas, DNB Markets, J.P. Morgan AG, Nordea Bank Abp, filial i Norge ,
SpareBank 1 Markets AS and Swedbank AB (publ) (in cooperation with Kepler
Cheuvreux S.A.) have acted as Joint Bookrunners for the Private Placement.
Advokatfirmaet Selmer AS has acted as legal counsel to the Company and
Advokatfirmaet Thommessen AS has acted as legal counsel to the Joint
Bookrunners.
For further information, please contact:
Mikkel Tørud, CFO
Tel: +47 976 99 144, mikkel.torud@scatecsolar.com
(mailto:mikkel.torud@scatecsolar.com)
Ingrid Aarsnes, VP Communication & IR
Tel: +47 950 38 364, ingrid.aarsnes@scatecsolar.com
(mailto:ingrid.aarsnes@scatecsolar.com)
About Scatec Solar ASA
Scatec Solar is an integrated independent renewable power producer, delivering
affordable, rapidly deployable and sustainable clean energy worldwide. A long-
term player, Scatec Solar develops, builds, owns, operates and maintains power
plants and has an installation track record of more than 1.6 GW. The company has
a total of 1.9 GW in operation and under Construction on four continents.
With an established global presence and a significant project pipeline, the
company is targeting a capacity of 4.5 GW in operation and under construction by
end of 2021. Scatec Solar is headquartered in Oslo, Norway and listed on the
Oslo Stock Exchange under the ticker symbol “SSO”. To learn more, visit
www.scatecsolar.com (http://www.scatecsolar.com/).
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, 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 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 by such forward-looking
statements. The Company does not guarantee that the assumptions underlying the
forward-looking statements in this presentation are free from errors nor does it
accept any responsibility for the future accuracy of the opinions expressed in
this presentation or any obligation to update or revise the statements in this
presentation to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this document.
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 Joint Bookrunners 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 Joint
Bookrunners 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.
This information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.
Kilde
