NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 21 October 2020 – Reference is made to the stock exchange announcement published by Scatec Solar ASA (“SSO” or the “Company“, ticker code “SSO”) on 20 October 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 approximately NOK 4,750 million in gross proceeds through the allocation of 20,652,478 shares (the “Private Placement Shares“) at a subscription price of NOK 230 per share, which represents a 6.08% discount to the 10-day volume weighted average price, and a 6.43% discount to the last closing price.
The application period for the Private Placement closed at 19:00 (CET) on 20 October 2020. The Private Placement and the issuance of 13,768,280 of the Private Placement Shares (the “New Shares”) were resolved by the Company’s board of directors (the “Board”) at a board meeting held on 20 October 2020, based on the authorisation granted to the Board at the Company’s annual general meeting held on 25 June 2020. 6,884,198 of the Private Placement Shares will be settled 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 13,768,280 of the Private Placement Shares shall be settled with the New Shares pursuant to a pre-funding arrangement entered into between the Company and certain of the Joint Bookrunners. The Private Placement 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. The Board resolved to call for an extraordinary general meeting (the “EGM”) to resolve to issue 6,884,198 new 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 is not 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 6,884,198 borrowed shares in the Private Placement to Scatec AS. In such event, the Company’s gross proceeds from the Private Placement shall comprise the gross proceeds from the New Shares, i.e. NOK 3,167 million. Notice for the EGM is expected to be distributed on 21 October 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 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 has among other things considered the limited discount to market price of the Company’s shares, the limited, the limited increase of the share capital represented by the Private Placement and the necessity for the Company to realize its communicated growth targets in line with its approved strategy. Furthermore, the Company shall 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, subject to (i) the prevailing market price of the Company’s shares, (ii) relevant corporate resolutions being passed by the Company, including the approval by the EGM and (iii) the approval of a prospectus by the Norwegian Financial Supervisory Authority. The Board resolved to call for the EGM to resolve an authorisation for the Board to implement a subsequent share offering of up to 2,065,248 new shares, on the terms and conditions set out above.
Notification of allotment of the Private Placement Shares and payment instructions is expected to be sent to the applicants through a notification from the Joint Bookrunners on 21 October 2020. Settlement of the Private Placement Shares towards investors will be made on a delivery versus payment basis on 23 October 2020 (T+2 settlement).
Following registration of the new share capital pertaining to the New Shares in the Private Placement with the Norwegian Register of Business Enterprises, which is expected to take place on or about 21 October 2020, the Company will have an issued share capital of NOK 3,786,286.725, divided into 151,451,469 shares, each with a par value of NOK 0.025. Upon approval of the EGM Issue and issuance of 6,884,198 new shares, the Company’s share capital will be NOK 3,958,391.675, divided into 158,335,667 shares, each with a par value of NOK 0.025.
The net proceeds from the Private Placement will be used (i) to refinance USD 300 million of the acquisition facilities totaling 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.
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.) have acted as Joint Bookrunners for the Private Placement. Advokatfirmaet Selmer 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, 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 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.