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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THESECURITIES
DESCRIBED HEREIN.
Strategic equity investment by Vatne Property AS and subsequent offering
- Directed share issue towards Vatne Property AS raising gross proceeds of NOK
84.8 million by issuing 2,826,158 new shares, equal to 5% of the share capital
in the company
- The company has established two new subsidiaries, Solon Fritid AS and Solon
Næring AS, and the net proceeds will strengthen the companys ability to pursue
significant investment opportunities currently under evaluation
- Subsequent offering of up to 1,413,079 new shares, equal to 2.5% of the share
capital in the company, directed towards eligible shareholders as of 21 November
2018 who did not participate in the Share Issue
(Oslo, Norway, 22 November 2018): Solon Eiendom ASA (Solon or the Company)
today announced that Vatne Property AS, a company controlled by Runar Vatne,
member of the board of directors, has agreed to subscribe for 2,826,158 new
shares (the “New Shares”) in Solon at a subscription price of NOK 30 per share,
totalling approximately NOK 84.8 million in a directed share issue (the Share
Issue). The Company is currently looking at several potential transactions and
the share issue will increase the Companys financial flexibility and ability to
pursue these investment opportunities. In addition to the share issue towards
Vatne Property AS, the Companys has also decided to establish Solon Fritid AS
and Solon Næring AS as two wholly owned subsidiaries to pursue value-creative
opportunities in these segments.
“Since taking a major position in the Company in December 2017, Runar Vatne has
through his involvement on the board of directors, helped strengthening the
Company. We are very pleased that Runar Vatne, through Vatne Property AS, has
chosen to increase his ownership in the Company in a Share Issue that will
provide the Company with additional financial resources and allow us to pursue
some of the exciting opportunities that we currently see in the market”, says
Simen Thorsen, Chairman of the Board of Directors of the Company.
In accordance with the authorisation granted to the Board of Directors at the
Ordinary General Meeting of the Company held on 23 May 2018 (the AGM), the
Board of Directors has approved the issuance of 2,826,158 New Shares, equal to
approximately 5.0% of the outstanding share capital in the Company, by way of a
private placement directed towards Vatne Property AS. In connection with the
Share Issue, the Board of Directors of the Company has resolved to set aside the
pre-emptive rights of the existing shareholders. The Board of Directors
considers this to be in the best interests of the Company and the shareholders
since it allows the Company to raise capital more efficiently, at a lower
discount and with lower transaction costs than in a rights offering. The Board
of Directors has also resolved to carry out a subsequent offering to existing
shareholders of the Company, as further described below.
Following the completion of the Share Issue and the issue of the New Shares,
Solon’s share capital will increase by NOK 2,826,158 to NOK 59,349,333,
comprising 59,349,333 shares with a nominal value of NOK 1.00 per share. It is
expected that the New Shares will be issued and registered in December 2018.
Further to the authorisation granted by the AGM, and subject to the completion
of the Share Issue, the Board of Directors of the Company has resolved to carry
out a subsequent share offering (the “Subsequent Offering”) of up to 1,413,079
new shares of the Company at the subscription price of NOK 30 (which equals the
subscription price in the Share Issue), directed towards eligible shareholders
as of 21 November 2018 (as registered in the VPS as of 23 November 2018) who may
lawfully participate and did not participate in the Share Issue (Eligible
Shareholders).
Each Eligible Shareholder will receive approx. 0.03057 non-transferable
allocation right for each share owned based on their holding of shares in the
Company. Each non-transferable allocation right will provide the holder with a
right to subscribe for and be allocated one new share in the Subsequent
Offering. Over subscription is permitted, but subscription without an allocation
right is not allowed. Subject to a prospectus to be timely approved by the
Norwegian Financial Supervisory Authority, it is expected that the subscription
period for the Subsequent Offering will commence on or about 14 January 2019.
Further information about the Subsequent Offering will be provided in due course
and in the Prospectus.
Arctic Securities AS acts as financial advisor and Advokatfirmaet BAHR AS is
acting as legal advisor to the Company in connection with the Share Issue and
the Subsequent Offering.
For further information, please contact:
Simen Thorsen, Chairman of the Board, Solon Eiendom ASA
Tel: +47 918 86 886, email: st@soloneiendom.no
Scott Danielsen, Chief Financial Officer, Solon Eiendom ASA
Tel: +47 952 55 620, email: sd@soloneiendom.no
About Solon Eiendom
Solon Eiendom is a Norwegian residential real estate development company
focusing on the Oslo and Akershus region.
Important Notice
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company’s financial advisor is acting
exclusively for the Company and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the transactions, the contents
of this announcement or any of the matters referred to herein. The transactions
and the distribution of this announcement and other information in connection
with the transactions may be restricted by law in certain jurisdictions. The
Company assumes no responsibility in the event there is a violation by any
person of such restrictions. 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 announcement may not be used for, or in
connection with, and does not constitute, any offer of securities for sale in
the United States or in any other jurisdiction.
The transactions have not, and shall not, be made in any jurisdiction or in any
circumstances in which such offer or solicitation would be unlawful. This
announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to
such person or where prior registration or approval is required for that
purpose. No steps have been taken or will be taken relating to the transactions
in any jurisdiction in which such steps would be required. Neither the
publication and/or delivery of this announcement shall under any circumstances
imply that there has been no change in the affairs of the Company or that the
information contained herein is correct as of any date subsequent to the earlier
of the date hereof and any earlier specified date with respect to such
information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares to be issued in the transactions have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “US
Securities Act”) or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States or to, or for the account of, U.S. persons (as such term is
defined in Regulation S under the US Securities Act), except pursuant to an
effective registration statement under, or an exemption from the registration
requirements of, the US Securities Act. All offers and sales outside the United
States will be made in reliance on Regulation S under the US Securities Act.
There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made (if an offer is made). This
announcement does not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for, any securities and cannot be relied on for any
investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-12
(Norwegian Securities
http://www.netfonds.no/quotes/release.php?id=20181122.OBI.20181122S10
