13/06-2018 16:30:00: (SSO) SSO - 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.
SSO - Contemplated private placement
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
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
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
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
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
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.
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