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Oslo, 19 May 2020 – Reference is made to the stock exchange announcement published by Scatec Solar ASA (“SSO” or the “Company“, ticker code “SSO”) on 18 May 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 NOK 1,968 million in gross proceeds through the allocation of 12,000,000 new shares (the “Private Placement Shares“) at a subscription price of NOK 164 per share, which represents a 1.0% discount to the 10-day volume weighted average price and a 7.1% discount to the last closing price. The Private Placement was significantly oversubscribed. The Company has not planned to execute any subsequent share issue directed to shareholders not participating in the Private Placement.
The application period for the Private Placement closed at 19:20 (CET) on 18 May 2020. The Private Placement and the issuance of the Private Placement Shares were resolved by the Company’s board of directors at a board meeting held on 18 May 2020, based on the authorisation granted to the board of directors at the Company’s annual general meeting held on 28 April 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 of directors 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 of directors has among other things considered the subscription price achieved in the Private Placement compared to recent market pricing of the Company’s shares, the limited increase in share capital represented by the Private Placement and the necessity for the Company to realise its communicated growth targets in line with its approved strategy.
Notification of allotment of the new shares in the Private Placement and payment instructions is expected to be sent to the applicants through a notification from the Joint Bookrunners on 19 May 2020. Settlement of the Private Placement Shares towards investors will be made on a delivery versus payment basis on 22 May 2020 (T+2 settlement), 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 Joint Bookrunners, the Company and Scatec AS. The new shares delivered to the subscribers will thus be tradable from allocation. The shares borrowed for settlement of the Private Placement will be redelivered to Scatec AS in the form of new shares in the Company.
Following registration of the new share capital pertaining to the Private Placement with the Norwegian Register of Business Enterprises, which is expected to take place on or about 25 May 2020, the Company will have an issued share capital of NOK 3,442,079.725, divided into 137,683,189 shares, each with a par value of NOK 0.025.
The Company intends to use the net proceeds from the Private Placement to fund further investments in renewable power plants.
BNP Paribas, Carnegie AS, J.P. Morgan Securities PLC, Nordea Bank Abp, filial i Norge, SpareBank 1 Markets AS and Swedbank Norge, branch of Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A.) have acted as Joint Bookrunners for the Private Placement. Advokatfirmaet BAHR 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
ir@scatec.com
Ingrid Aarsnes, VP Communication & IR
Tel: +47 950 38 364
ingrid.aarsnes@scatec.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 1.6 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.scatec.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.