NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 11 September 2014: As previously announced, Scatec Solar ASA (“Scatec Solar” or the “Company”) has applied for a listing of its shares (the “Shares”) on the Oslo Stock Exchange and has resolved to launch an initial public offering (the “Offering”). Subject to approval of the listing application and successful completion of the Offering, the shares of Scatec Solar is expected to be admitted to listing on Oslo Stock Exchange on or about 29 September 2014.
The Shares to be offered in the Offering (the “Offer Shares”) are expected to be offered at a price between NOK 28 and NOK 36 per Offer Share, which implies a pre-IPO value of Scatec Solar of between NOK 1,890 million and NOK 2,430 million. The final price per Offer Share may, however, at the discretion of the Company be set above or below this indicative price range.
Scatec AS which currently holds 36.8% of the Shares in the Company, ITOCHU Corporation and ITOCHU Europe PLC which together currently hold 36.1% of the Shares in the Company, Scatec Invest AS which currently holds 16.4% of the Shares in the Company, Scatec Solar Ansatte AS which currently holds 2.7% of the Shares in the Company, Argentos AS which currently holds 4.1% of the Shares in the Company, Rearden AS which currently holds 0.5% of the Shares in the Company and certain employees which together currently hold 2.8% of the Shares in the Company (the “Selling Shareholders”), intend to offer for sale up to 19,835,413 Shares in the Company (the “Secondary Shares”) in the Offering, raising gross proceeds to the Selling Shareholders of up to NOK 714 million. The Company intends to raise gross proceeds of about NOK 500 million by issuing new Shares (the “New Shares”) in the Offering. In addition, pursuant to an over-allotment facility, the managers of the Offering (the “Managers”) may elect to over-allot a number of additional Shares equalling up to 15 % of the number of Offer Shares. These shares will be provided by Scatec AS, ITOCHU Corporation, Scatec Invest AS and Scatec Solar Ansatte AS (the “Principal Shareholders”) through a share lending arrangement with the Managers.
The Selling Shareholders will be subject to a customary lock-up period of 9 months, except for Selling Shareholders that are members of the Company’s board of directors and executive management, which will be subject to a lock-up period of 12 months starting the first day of listing.
The Company is in the process of preparing a prospectus (the “Prospectus”) which is expected to be published on the morning of 15 September 2014, presenting the full terms and conditions for the Offering comprising:
(i) a retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 999,999 (the “Retail Offering”). Applicants in the Retail Offering will receive a discount of NOK 1,500 on their aggregate application amount for the Offer Shares allocated to such applicants;
(ii) an employee offering, in which Offer Shares are being offered to certain eligible employees of the Company, subject to a lower limit of application of an amount of NOK 10,500 (NOK 2,000 for eligible South African employees) and an upper limit per application of NOK 999,999 (the “Employee Offering”). Each eligible employee will receive a discount of NOK 1,500 (14,3% for eligible South African employees, limited to NOK 1,500) on the aggregate application amount for the Offer Shares allocated to such applicants; and
(iii) an institutional offering, in which Offer Shares are being offered to investors subject to applicable exemptions from the prospectus requirements, and subject to a lower limit per application of NOK 1,000,000 (the “Institutional Offering”).
The bookbuilding for the Institutional Offering is expected to commence on 15 September 2014 at 09:00 a.m. (CET), and run until 4:30 p.m. (CET) on 25 September 2014, and the application period for the Retail Offering and the Employee Offering is expected to commence on 15 September 2014 at 09:00 a.m. (CET) and run until 12:00 (CET) on 25 September 2014, both subject to shortening or extensions. The final number of Offer Shares to be allocated, and the final price per Offer Share, will be determined by the board of directors of the Company, in consultation with the Managers, after completion of the bookbuilding period for the Institutional Offering. The final pricing of the transaction is expected to take place on or about 25 September 2014 with first day of trading on the Oslo Stock Exchange to commence on or around 29 September 2014.
Completion of the Offering is conditional upon (i) the board of directors of the Oslo Stock Exchange approving the application for listing of the Shares in a board meeting on 24 September 2014 and 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 Managers, 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. There can be no assurance that these conditions will be satisfied.
The terms and conditions of the Offering will be presented in the Prospectus to be prepared in connection with the Offering and listing of Scatec Solar, and which is expected to be published on the morning of 15 September 2014. The Prospectus is, subject to regulatory restrictions in certain jurisdictions, expected to be available at www.abgsc.com and www.carnegie.com, and at www.scatec.com through a link to the website of ABG Sundal Collier Norge ASA / Carnegie AS from the commencement of the bookbuilding period and the application period for the Offering, 15 September 2014 at 09:00 a.m. (CET). Hard copies of the Prospectus may also be obtained free of charge from the same date by contacting the Company or one of the Managers.
ABG Sundal Collier Norge ASA and Carnegie AS are acting as Managers in the Offering. Advokatfirmaet Selmer DA is legal advisor to the Company.
For more information, please contact:
Raymond Carlsen, Chief Executive Officer
Tel: +47 454 11 280
E-mail: raymond.carlsen@scatec.com
Mikkel Tørud, Chief Financial Officer
Tel: +47 976 99 144
E-mail: mikkel.torud@scatec.com
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.