Scatec Solar: Contemplated private placement
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.
13 June, 2018: Scatec Solar ASA ("SSO" or the "Company") has retained Nordea Bank AB (publ), filial i Norge, Pareto Securities AS, Sparebank 1 Markets AS and ABN AMRO Bank N.V. as Joint Bookrunners (the "Joint Bookrunners") to advise on and effect a private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today 13 June 2018 (the "Private Placement").
In the Private Placement, the Company is offering up to 10,000,000 new shares, representing approx. 9.7% of the outstanding capital of the Company. The net proceeds from the Private Placement will be used to accelerate growth, including near term equity investments in large scale solar projects, beyond the 1.1 GW currently under construction. The company is in the process of securing additional projects and is expecting to start construction of several of these later in 2018.
The subscription price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum subscription and allocation in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant the Norwegian Securities Trading Act and ancillary regulations are available.
The bookbuilding period for the Private Placement will commence today 13 June 2018 at 16:30 hours (CET) and close on 14 June 2018 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the bookbuilding period at its own discretion and for any reason without any further notice.
The Company will announce the final number of shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 14 June 2018.
The shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction on a regular t+2 basis 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 Company, the Joint Bookrunners and Scatec AS.
The completion of the Private Placement is subject to approval by the Board of Directors of the Company pursuant to an authorisation given by the Annual General Meeting held 23 April 2018.
Advokatfirmaet Selmer DA is acting as legal advisor for Scatec Solar ASA in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor for the Joint Bookrunners in connection with the Private Placement.
For further information, please contact: Mr. Mikkel Tørud, CFO, tel +47 976 99 144 email@example.com
About Scatec Solar
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 1,000 MW. The company is producing electricity from 322 MW of solar power plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and has 1,092 MW under construction.
With an established global presence and a significant project pipeline, the company is targeting a capacity of 3.5 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.scatecsolar.com
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 Private Placement, the contents of this announcement or any of the matters referred to herein. The Private Placement and the distribution of this announcement and other information in connection with the Private Placement 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 Private Placement 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 Private Placement 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 Private Placement 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 to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.