NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, November 6, 2017: Scatec Solar ASA (the “Issuer“) today announces the successful completion of its consent solicitation (the “Consent Solicitation“) from the holders (the “Bondholders“) of its outstanding NOK 500,000,000 FRN Senior Unsecured Bond Issue 2015/2018 (ISIN NO0010752298) (the “Bonds“), regarding certain amendments (the “Proposal“) to the bond agreement governing the Bonds (the “Bond Agreement”) that would permit an early redemption of the Bonds.
Unless otherwise defined herein, terms used in the consent solicitation memorandum dated 23 October 2017 (the “Consent Solicitation Memorandum“) shall have the same meaning in this announcement.
In connection with the Consent Solicitation, a bondholders’ meeting (the “Bondholders’ Meeting“) was held at 09:00 (CET) on 6 November 2017 in respect of the Bonds. In the Bondholders’ Meeting the Proposal was duly passed.
The Issuer intends to notify Bondholders of the Early Redemption Settlement Date via Stamdata AS (www.stamdata.no) and via a separate stock exchange release today. If the redemption of the Bonds occurs, the Redemption price of 104.25 per cent. of par value (plus accrued interest) shall be paid to the Bondholders on or about the Early Redemption Settlement Date.
Furthermore, and also conditional on the settlement of the issuance of New Bonds, the Early Consent Fee of 0.50 per cent. of the principal amount of the Bonds for which valid Voting Instructions in favour of the Proposal were delivered before the Early Consent Fee Deadline at 12:00 (CET) on 30 October 2017 will be paid to the Bondholders entitled to receive it on their Income Account on or about the Early Redemption Settlement Date. Payment of any Early Consent Fee is not made via the VPS system and Bondholders should therefore consult their own professional advisors regarding the possible tax consequences under the laws of jurisdiction that apply to them.
To receive a copy of the Consent Solicitation Memorandum or for questions relating to the Consent Solicitation, please contact the Solicitation Agents.
Nordea Bank AB (publ), Filial i Norge
Tlf.: +45 6161 2996
Swedbank Norge, Norwegian Branch of Swedbank AB (publ)
Tlf.: +46 8 700 90 22
Consent Solicitation Paying Agent:
Nordea Bank AB (publ)
About Scatec Solar
Scatec Solar is an integrated independent solar power producer, delivering affordable, rapidly deployable and sustainable source of clean energy worldwide. A long term player, Scatec Solar develops, builds, owns, operates and maintains solar power plants, and already has an installation track record of close to 600 MW.
Currently, the company is producing electricity from 322 MW of solar power plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and another 394 MW are under construction.
With an established global presence, the company is growing briskly with a project backlog and pipeline of more than 1.5 GW under development in the Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in Oslo, Norway.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Issuer. The Issuer’s financial advisors are acting exclusively for the Issuer and no one else, and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, or for advice in relation to the Proposal or the New Bond Issue (collectively the “Transaction“), the contents of this announcement or any of the matters referred to herein. The Transaction and the distribution of this announcement and other information in connection with the Transaction may be restricted by law in certain jurisdictions. The Issuer 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 Transaction has not been, and will 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 Transaction 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 Issuer 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. Any bonds in relation to the Transaction 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 Issuer. 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 Issuer 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.