NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Scatec Solar ASA – Completion of the IPO on the Oslo Stock Exchange
Oslo, 1 October 2014 – Scatec Solar ASA (“Scatec Solar” or the “Company”, Oslo Børs ticker symbol: “SSO”) announces the successful completion of the bookbuilding period for the initial public offering of shares of the Company (the “Offering”).
The Offering is comprised of 36,315,790 shares, consisting of 26,315,790 new shares and 10,000,000 existing shares. In addition, the Joint Bookrunners of the Offering have over-allotted 5,447,368 shares, representing 15% of the total number of shares issued and sold in the Offering, and borrowed the same number of shares from Scatec Invest AS, Scatec Solar Ansatte AS and ITOCHU Corporation for the purpose of covering over-allotments (who have also granted the Joint Bookrunners a corresponding green-shoe option)
The shares are priced at NOK 19.00 per share implying a market capitalisation of Scatec Solar after the completion of the IPO of NOK 1,783 million
Gross proceeds from the new shares to be issued by the Company are NOK 500 million while the size of the total Offering (including the over-allotment facility) is approximately NOK 794 million
Trading of the shares in Scatec Solar on the Oslo Stock Exchange is expected to commence on Thursday 2 October 2014 under the ticker symbol “SSO”
Following the Offering, Scatec Solar is expected to have approximately 650 shareholders and a free float of approximately 39% (increasing to approximately 45% upon exercise of the over-allotment option), and accordingly, the criteria set by the Board of directors of the Oslo Stock Exchange for listing of Scatec Solar on the Oslo Stock Exchange have been met. Approximately 97.6% of the shares in the Offering were allotted to investors in the institutional offering and 2.4% of the shares were allotted to investors in the retail and employee offering. The number of ordinary shares in issue following the Offering will be 93,816,230, each with a nominal value of NOK 0.025.
After completion of the Offering, but before any exercise of the green-shoe option, Scatec AS will own 20,881,116 shares (corresponding to a shareholding of approximately 22.3%), ITOCHU Europe PLC and ITOCHU Corporation (jointly referred to as “ITOCHU”) combined will own 20,495,709 shares (21.8%), Scatec Invest AS will own 9,327,614 shares (9.9%) and Scatec Solar Ansatte AS will own 1,554,602 shares (1.7%). Assuming full exercise of the green-shoe option, ITOCHU, Scatec Invest AS and Scatec Solar Ansatte AS will own 16,182,679 (17.2%), 8,335,324 (8.9%) and 1,392,554 (1.5%) shares, respectively.
Shares owned by the selling shareholders and the Company’s board members are subject to standard lock-up undertakings for a period of 9 months following the first day of listing. The Company and shares owned, directly or indirectly, by the Company’s executive management are subject to standard lock-up undertakings for a period of 12 months following the first day of listing.
Notifications of allotted shares and the corresponding amount to be paid by each investor will be distributed to the investors on 1 October 2014. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 10:00 hours (CET) on 1 October 2014. The Joint Bookrunners may also be contacted for information regarding allocation.
Carnegie AS, acting as stabilisation manager, may carry out stabilisation activities by purchasing the Company’s shares in the secondary market during the period commencing on the first day of trading of the shares on Oslo Børs, and ending at the close of trading on the 30th calendar day following such day. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
ABG Sundal Collier Norge ASA and Carnegie AS are acting as Joint-Lead Managers and Joint Bookrunners in the Offering. Advokatfirmaet Selmer DA is legal advisor to the Company.
For further queries, please contact:
Raymond Carlsen, Chief Executive Officer
Tel: +47 454 11 280
Mikkel Tørud, Chief Financial Officer
Tel: +47 976 99 144
About Scatec Solar
Scatec Solar is an integrated independent power producer, aiming to make solar a sustainable and affordable source of energy worldwide. Scatec Solar develops, builds, owns and operates solar power plants, and will in 2014 deliver power from 220 MW in the Czech Republic, South Africa and Rwanda. The company is in strong growth and has a solid pipeline of projects under development in Africa, US, Japan, Middle East and Europe. Scatec Solar is head quartered in Oslo, Norway.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company’s financial advisors are 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 Offering, the contents of this announcement or any of the matters referred to herein. The Offering and the distribution of this announcement and other information in connection with the Offering 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 Offering has not been 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 Offering in any jurisdiction outside of Norway 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 Offer Shares to be issued in the Offering 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 prospectus 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 to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.