NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG
KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN
…
Vis børsmeldingen
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 24 September 2019:The Board of Directors of Scatec Solar ASA (“SSO” or the
“Company”) intends to carry out a private placement of up to 11,375,000 new
shares, representing approximately up to 10% of the outstanding capital of the
Company (the “Private Placement”).
The Company intends to use the net proceeds from the Private Placement to
accelerate growth, including near term equity investments in large scale solar
projects.
Raymond Carlsen, CEO of the Company, has undertaken to subscribe for shares in
the Private Placement in the amount of NOK 20 million, through his company
Argentos AS. Equinor ASA has undertaken to subscribe for up to 15% of the shares
in the Private Placement.
The Private Placement will be directed towards existing shareholders as well as
other Norwegian and international investors, in each case subject to an
exemption from offer prospectus requirements and any other filing or
registration requirements in the applicable jurisdictions and subject to other
selling restrictions. Carnegie AS, JP Morgan PLC and Nordea Bank Abp have been
appointed to act as managers for the Private Placement (the “Joint
Bookrunners”).
The shares to be offered in the Private Placement (the “Private Placement
Shares”) will be offered at a price determined through an accelerated book
building process and will be determined at the end of the application period.
The application period for the Private Placement commences today, 24 September
2019, at 16:30 (CET) and may close at any time on short notice. The Company,
together with the Joint Bookrunners, reserve the right to close the application
period at any time at their sole discretion, or to cancel the Private Placement
in its entirety.
The completion of the Private Placement is subject to approval by the Board of
the Company pursuant to an authorisation given by the Annual General Meeting
held 30 April 2019.
The Company will announce the number of shares to be issued and allocated in the
Private Placement through a stock exchange notice expected to be published
before opening of the trading on Oslo Stock Exchange tomorrow, 25 September
2019.
The shares allocated in the Private Placement are expected to be settled by the
Joint Bookrunners through a delivery versus payment transaction on a regular t+2
basis by delivery of existing and unencumbered shares in the Company that are
already listed on the Oslo Stock Exchange pursuant to a share lending agreement
between the Company, the Joint Bookrunners and Scatec AS. The Joint Bookrunners
will settle the share loan with new shares in the Company to be issued by the
Board pursuant to an authorisation granted at the Company’s Annual General
Meeting held on 30 April 2019.
In connection with the Private Placement, the Company has entered into lock-up
undertakings for a period of 90 days from the completion of the Private
Placement.
The Board will observe its obligations under section 5-14 of the NSTA and
section 2.1 of the Continuing Obligations for Stock Exchange Listed Companies
and considers the Private Placement to be in the best interests of the Company
and its shareholders.
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 solar power producer, delivering
affordable, rapidly deployable and sustainable clean energy worldwide. A long-
term player, Scatec Solar develops, builds, owns, operates and maintains solar
power plants and has an installation track record of more than 1.3 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 the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
Kilde
