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.
Oslo, 13 June 2018: Reference is made to the stock exchange
announcement release from Scatec Solar ASA ("SSO" or the "Company")
published earlier today regarding the contemplated
private placement of new shares in the Company.
The Company has raised NOK 600
million in gross proceeds through a private placement consisting of
10,000,000 new shares (the "New Shares") at a price of NOK 60 per
share (the "Private Placement").
The Private Placement took place
through an accelerated bookbuilding process after close of markets
yesterday. The Private Placement attracted strong interest from
both existing shareholders as well as new high quality
institutional investors.
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 Company believes it is well
positioned for further profitable growth going forward, which forms
the background for carrying out the Private Placement and
strengthening its equity capital. The board of directors of the
Company has considered different transaction alternatives and
concluded that the Private Placement structure would best attend to
the common interest of the Company and its shareholders. Taking
into consideration inter alia limited discount, size of placement,
utilisation of market conditions, pre-announced and broadly
marketed placement, transaction risk, costs, as well as dilution
effects, the board of directors has, after thorough assessments
found that there are sufficient and objective grounds for setting
aside existing shareholders pre-emptive rights to subscribe for
shares.
The New Shares will be issued
based on a board authorisation given by the Annual General Meeting
held 23 April 2018. The New Shares will 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.
Nordea Bank AB (publ), filial i Norge, Pareto Securities AS,
Sparebank 1 Markets AS and ABN AMRO Bank N.V. acted as Joint
Bookrunners in the Private Placement. 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
Placement.
For further information, please
contact:
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 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 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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Scatec Solar ASA via Globenewswire
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