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 – Update on the Initial Public Offering – Revised indicative price range and extension of bookbuilding and application period
Oslo, 29 September 2014 – Scatec Solar ASA (“Scatec Solar” or the “Company”) hereby announces the extension of the bookbuilding and application period for the Company’s initial public offering on the Oslo Stock Exchange (the “Offering”). The bookbuilding period for the institutional offering will now end on Tuesday 30 September at 16:30 CET, while the application period for the retail offering and the employee offering will end on Tuesday 30 September at 12:00 CET. All other dates, as further described in the prospectus dated 12 September 2014, will be changed accordingly.
Furthermore, the board of directors of the Company, after consultation with the Joint Bookrunners and the Selling Shareholders, has set a new and revised indicative price range for the Offering ranging from NOK 19 to NOK 21 per Offer Share, which implies a pre-money equity value of Scatec Solar of between NOK 1,283 million and NOK 1,418 million (USD 199 and USD 220 million).
The Company will still raise gross proceeds of NOK 500 million by issuing new shares in the Offering to execute on the communicated strategy while, as a result of the lowered indicative price range, the Selling Shareholders intend to sell no more than 10 million existing shares in the Company. In addition, pursuant to an over-allotment facility, the Joint Bookrunners may elect to over-allot a number of additional existing shares equalling up to 15 % of the number of Offer Shares.
The Company has been informed that the Joint Bookrunners in the Offering have secured orders at the revised terms such that the Offering is oversubscribed within the new indicative price range by domestic and international institutional investors.
The scale back in the number of existing shares to be sold is expected to be approximately pro rata between the selling shareholders with the exception of the members of the Company’s management team which will not sell any shares in the Offering (save for a reduction in the ownership in the Company resulting from the indirect ownership in the Company through Scatec Invest AS and Scatec Solar Ansatte AS, as further described in the prospectus dated 12 September 2014).
Completion of the Offering is conditional upon (i) the satisfaction of the conditions for admission to listing set by the Oslo Stock Exchange, and (ii) the board of directors of the Company, in consultation with the Joint Bookrunners, following the bookbuilding process having approved the offer price and the allocation of the Offer Shares and resolved to issue the New Shares and complete the Offering. Subject to the successful completion of the offering, the first day of listing on the Oslo Stock Exchange is expected to be on or about Thursday 2 October 2014.
On 28 September 2014, the Financial Supervisory Authority of Norway approved a supplemental prospectus reflecting the revised indicative price range. The supplemental prospectus and the prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.abgsc.com, www.carnegie.no and www.scatec.com (through a link to the website of the managers). Hard copies of the supplemental prospectus and the prospectus may also be obtained free of charge by contacting the Company or one of the managers.
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.
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.
Important Notice
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 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 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.