NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Stavanger, 5 April 2024: Reference is made to the stock exchange notice
published by Norsk Renewables AS (the "Company") 15 February 2024, regarding the
successful placing of a private placement of 120,895,299 new shares in the
Company (the "Private Placement"), as well as the stock exchange announcement
made on 2 April 2024 where the Company announced that the general meeting had,
inter alia, resolved to grant the Company's board of directors (the "Board") an
authorisation to increase the Company's share capital by up to NOK 232,000.
The Board has today resolved to carry out a subsequent offering (the "Subsequent
Offering") of up to 23,200,000 new shares (the "Offer Shares") at a subscription
price per Offer Share of NOK 0.30 (the "Subscription Price"), which is equal to
the subscription price in the Private Placement.
The Subsequent Offering will be resolved by the Company's board of directors
(the "Board") pursuant to a board authorization granted by the Company's
extraordinary general meeting on 2 April 2024. The Subsequent Offering will
raise gross proceeds of up to NOK 6,960,000. The net proceeds to the Company
from the offering will be used for general corporate purposes.
The Subsequent Offering is directed towards shareholders in the Company as of 15
February 2024, as registered in the Norwegian Central Securities Depository (the
"VPS") two trading days thereafter, on 19 February 2024 (the "Record Date") who
(i) did not have a pro-rata share of the Private Placement equal to or higher
than the minimum order and allocation in the Private Placement (3.1325% of the
shares outstanding in the Company), (ii) were not allocated shares in the
Private Placement, and (iii) are not resident in a jurisdiction where such
offering would be unlawful or would (other than Norway) require any prospectus,
filing, registration or similar action (the "Eligible Shareholders").
Eligible Shareholders will be granted 1.785574 non-transferable subscription
rights for every one (1) existing share registered as held by such Eligible
Shareholder as of expiry of the Record Date, rounded down to the nearest whole
subscription right (the "Subscription Right"). The Subscription Rights will be
distributed free of charge to the Eligible Shareholders.
Each whole Subscription Right will, subject to applicable securities laws, give
the right to subscribe for and be allocated one Offer Share at the Subscription
Price in the Subsequent Offering. Subscription without subscription rights will
not be permitted in the Subsequent Offering. Eligible Shareholders will be
allowed to over-subscribe, but the Subsequent Offering is limited to 23,200,000
shares and thus, there can be no assurance that Offer Shares will be allocated
for such over-subscriptions.
Subscription period
The subscription period for the Subsequent Offering commences on 8 April 2024 at
09:00 CEST and ends on 19 April 2024 at 16:30 CEST (the "Subscription Period").
The Subscription Period may not be shortened, but the Board may extend the
Subscription Period if required, at any time and without any prior written
notice and at its sole discretion. If the Subscription Period is extended, any
other dates referred to herein may be amended accordingly, and any such changes
will be announced through stock exchange announcements.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed through the
VPS system on or about 22 April 2024.
The completion of the Subsequent Offering is subject to (i) the board of
directors resolving to approve the Subsequent Offering and issue the Offer
Shares, (ii) due payment of the Offer Shares by the subscribers, (iii)
registration of the share capital increase pertaining to the Subsequent Offering
with the Norwegian Register of Business Enterprises (the "NRBE"), and (iv) the
allocated Offer Shares being validly issued and registered in the Norwegian
Central Securities Depository (Euronext Securities Oslo or the "VPS").
Subscription procedure
The terms and conditions for the Subsequent Offering are set out in the offering
material available at www.paretosec.com/transactions. Reference is also made to
the company presentation available thereto dated 29 January 2024, which
included, inter alia, a description of the Company.
Subscriptions for Offer Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
the Manager within the Subscription Period.
Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS'
online subscription system (or by following the link on
www.paretosec.com/transactions, which will redirect the subscriber to the VPS
online subscription system). All online subscribers must verify that they are
Norwegian residents by entering their national identity number (Nw:
fødselsnummer).
Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form to the Manager. The subscription
form is available on the Manager's website (www.paretosec.com/transactions). The
e-mail and postal address to the Manager is included in the subscription form.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
Financial Intermediaries
If an Eligible Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Eligible Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each relevant Eligible Shareholder with
this information in accordance with its usual customer relations procedures.
Eligible Shareholders holding their shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Subsequent Offering.
Allocation of Offer Shares - Listing and commencement of trading in the Offer
Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated
to subscribers in accordance with the following allocation principles:
(i) First, Offer Shares will be allocated in accordance with granted
Subscription Rights to subscribers who have validly exercised Subscription
Rights during the Subscription Period.
(ii) Second, any unallocated Offer Shares following the allocation under item
(i) above, will be allocated to subscribers who have oversubscribed with
Subscription Rights, on a pro rata basis based on the number of Subscription
Rights exercised by each over-subscriber, and where pro rata allocation is not
possible, the allocation will be determined by drawing of lots.
Notification of allocation is expected on or about 22 April 2024. Payment for
allocated Offer Shares falls due on or about 24 April 2024. Subject to timely
payment of the entire subscription amount in the Subsequent Offering, the
Company expects that the share capital increase pertaining to the Subsequent
Offering will be registered with the Norwegian Register of Business Enterprises
and announced on NewsWeb on or about 30 April 2024. The allocated Offer Shares
will be tradable on Euronext Growth Oslo after the Offer Shares are delivered to
the VPS accounts of the subscribers who have been allocated Offer Shares,
expected on or about 2 May 2024.
Pareto Securities AS is acting as sole global coordinator and bookrunner (the
"Manager").
Advokatfirmaet Thommessen AS acts as legal counsel to the Company in connection
with the Subsequent Offering.
For more information, please contact:
Ingrid Sara Grimstad Amundsgård
EVP Sustainability, HSE, Communications & Investor Relations
ingrid.sara@norskrenewables.com
+ 47 90135533
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Norsk Renewables AS in brief:
Norsk Renewables AS is a vertically integrated independent power producer with
approximately 100 MW of solar power in operation or under construction, combined
with a 1 GW secured portfolio under development. Expanding commercial offerings
with wind and storage projects is in line with the company`s strategy to replace
consumers' energy consumption with 100% renewable power.
Important information
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Canada, Japan, Australia, Hong Kong, South Africa, New
Zealand, or the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This release is an
announcement issued pursuant to legal information obligations. It is issued for
information purposes only and does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the "US Securities Act"). The securities may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the US Securities Act.
The Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Canada, Japan, Australia, Hong Kong,
South Africa, New Zealand, or the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State. The issue,
subscription or purchase of shares in the Company is subject to specific legal
or regulatory restrictions in certain jurisdictions. Neither the Company nor the
Manager assume any responsibility in the event there is a violation by any
person of such restrictions. The distribution of this release may in certain
jurisdictions be restricted by law. Persons into whose possession this release
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the
offering and will not be responsible to anyone other than the Company providing
the protections afforded to their respective clients or for providing advice in
relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.