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.
SSO - Contemplated private placement
23 March 2017
Scatec Solar ASA ("SSO" or the "Company") has retained ABG
Sundal Collier ASA, Carnegie AS and Nordea Bank AB (publ),
filial i Norge as Joint Bookrunners (the "Managers") 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 23 March 2017
(the "Private Placement").
In the Private Placement, the Company is offering up to
9,380,000 new shares, representing approx. 10% of the
outstanding capital of the Company. The net proceeds from
the Private Placement will be used to increase the Company's
capacity to fund the equity portion of investments in
backlog and pipeline projects on top of the Company's
current self-funded growth capacity.
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 23 March 2017 at 16:30 hours (CET) and close
on 24 March 2017 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, 24 March 2017.
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 Managers 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
4 May 2016. Advokatfirmaet Selmer DA is acting as legal
advisor for Scatec Solar ASA in connection with the Private
Placement.
For further information, please contact:
Mr. Raymond Carlsen, CEO, tel: +47 454 11 280,
raymond.carlsen@scatecsolar.com
Mr. Mikkel Tørud, CFO, tel: +47 976 99 144,
mikkel.torud@scatecsolar.com
About Scatec Solar:
Scatec Solar is an integrated independent solar power
producer, delivering affordable, rapidly deployable and
sustainable source of clean energy worldwide. A long term
player, Scatec Solar develops, builds, owns, operates and
maintains solar power plants, and already has an
installation track record of 600 MW.
The company is producing electricity from 322 MW of solar
power plants in the Czech Republic, South Africa, Rwanda,
Honduras and Jordan. With an established global presence,
the company is growing briskly with a project backlog and
pipeline of 1.8 GW under development in the Americas,
Africa, Asia and the Middle East. 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.
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
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.