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Oslo, 20 October 2020: Scatec Solar ASA (“SSO” or the “Company”, ticker code “SSO”) has retained BNP Paribas, DNB Markets, J.P. Morgan AG, Nordea Bank Abp, filial i Norge, SpareBank 1 Markets AS and Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A.) 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 20 October 2020 (the “Private Placement”).
In the Private Placement, the Company is offering up to 20,652,478 new shares representing approximately 15% of the Company’s outstanding share capital (the “Offer Shares”). The Offer Shares consist of up to 13,768,280 new shares to be issued by the board of directors (the “Board”) pursuant to an authorisation given to it by the general meeting of the Company on 25 June 2020 (the “New Shares”) and up to 6,884,198 shares contemplated issued at a general meeting of the Company, but lent by Scatec AS to facilitate settlement of the Private Placement.
The net proceeds from the Private Placement will be used (i) to refinance USD 300 million of the acquisition facilities totalling USD 700 million provided by BNP Paribas, DNB Bank ASA, Nordea Bank Abp, filial i Norge and Swedbank AB (publ) for the acquisition of SN Power and (ii) the remaining amount for growth capital and general corporate purposes.
Raymond Carlsen, CEO of the Company, has undertaken to subscribe for shares in the Private Placement for an amount of NOK 20 million, through his company Argentos AS.
The Private Placement will be directed towards existing shareholders as well as other Norwegian and international investors, in each case subject to an exemption from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The subscription price in the Private Placement will be determined by the Board through an accelerated book building process. The minimum subscription and allocation in the Private Placement have 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, or similar legislation in other jurisdictions, are available.
The application period for the Private Placement commences today, 20 October 2020, at 16:30 (CET) and closes on 21 October 2020 at 08:00 (CET). The Company, together with the Joint Bookrunners, reserve the right to close or extend the application period at any time at their sole discretion, or to cancel the Private Placement in its entirety.
The Completion of the Private Placement by delivery of Offer Shares to applicants is subject to (i) the Board resolving to complete the Private Placement including the issuance of up to 13,768,280 New Shares pertaining to the Private Placement pursuant to an authorisation granted by the annual general meeting of the Company held on 25 June 2020, (ii) the placement agreement among the Company and the Joint Bookrunners entered into in connection with the Private Placement not being terminated by the Joint Bookrunners in accordance with the terms thereof and (iii) the share capital increase pertaining to the issuance of the New Shares being registered with the Norwegian Register of Business Enterprises and the New Shares being issued in VPS pursuant to a pre-funding arrangement in the placement agreement.
The Company will announce the number of shares to be issued and allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Oslo Stock Exchange 21 October 2020.
The Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis (i) partly with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending arrangement between the Company, the Joint Bookrunners and Scatec AS as share lender and (ii) partly by issuance of the New Shares pursuant to a pre-funding arrangement entered into between the Company and certain of the Joint Bookrunners. The Offer Shares delivered to the investors will be tradable from registration of the capital increase for the New Shares with the Norwegian Register of Business Enterprises, expected on or about 21 October 2020. Following the Private Placement, the Company will convene an extraordinary general meeting (the “EGM”) to resolve to issue a number of shares equal to the number of the borrowed shares for the purpose of settling the share lending (the “EGM Issue”). The shares to be issued through the EGM Issue will be listed and tradable on the Oslo Stock Exchange upon the registration of the share capital increase pertaining to the EGM Issue with the Norwegian Register of Business Enterprises and the VPS, and following the publication of a prospectus which will be prepared by the Company and approved by the Financial Supervisory Authority of Norway prior to publication, which is expected to take place during 12 November 2020. The settlement of the Private Placement will not be conditional upon or otherwise affected by the outcome of the EGM. If the EGM does not approve the EGM Issue, the redelivery of the borrowed shares will instead be settled in cash by way of transfer of the gross proceeds from the sale of the borrowed shares in the Private Placement to Scatec AS.
In connection with the Private Placement, the Company has entered into lock-up undertakings for a period of 60 days from the completion of the Private Placement, subject to certain exemptions.
The Company will, subject to completion of the Private Placement, consider to conduct a subsequent share offering towards shareholders in the Company on 20 October 2020, as registered in VPS on 22 October 2020 who may lawfully participate and who were not allocated shares in the Private Placement.
The Board will observe its obligations under section 5-14 of the Norwegian Securities Trading Act and section 2.1 of the Continuing Obligations for Stock Exchange Listed Companies and considers the Private Placement to be in the best interests of the Company and its shareholders.
For further information, please contact:
Mikkel Tørud, CFO
Tel: +47 976 99 144, mikkel.torud@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 renewable power producer, delivering affordable, rapidly deployable and sustainable clean energy worldwide. A long-term player, Scatec Solar develops, builds, owns, operates and maintains 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 “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 the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
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