Norsk Renewables AS - Final result of subsequent offering and allocation of
offer shares
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, 22 April 2024: Reference is made to the stock exchange notices
published by Norsk Renewables AS (the "Company") on 5 and 8 April 2024,
regarding the subsequent offering of up to 23,200,000 new shares (the "Offer
Shares") in the Company, each with a nominal value of NOK 0.01, at a
subscription price of NOK 0.30 per share (the "Subsequent Offering"), and the
stock exchange from earlier today regarding the last day of the subscription
period.
The subscription period in the Subsequent Offering expired on 19 April February
2024 at 16:30 hours (CEST). The final results show that the Company has received
valid subscriptions for 12,385,143 Offer Shares. Hence, the company's board of
directors has resolved that a total of 12,385,143 Offer Shares will be allocated
in accordance with the allocation criteria set out in the share subscription
form.
The Company will raise NOK 3,715,542.90 in gross proceeds through the Subsequent
Offering.
Subscribers having access to investor services through their VPS account manager
will be able to check the number of Offer Shares allocated to them and the
corresponding amount to be paid by each subscriber from 10:00 hours (CEST) on 23
April 2024. Subscribers who do not have access to investor services through
their VPS account manager may contact Pareto Securities AS (the "Manager") on
telephone number +47 22 87 87 00 from 10:00 hours (CEST) on 23 April 2024 to
obtain information about the number of Offer Shares allocated to them.
The deadline for payment for the allocated Offer Shares is 24 April 2024, in
accordance with the information set out in the Company's stock exchange notice
published on 8 April 2024 and communicated on the share subscription form.
The Offer Shares may not be transferred or traded until they are fully paid and
the share capital increase pertaining to the Subsequent Offering has been
registered with the Norwegian Register of Business Enterprises ("NRBE"). Subject
to timely payment of the Offer Shares subscribed for and allocated in the
Subsequent Offering, and subject to registration of the capital increase
pertaining to the Subsequent Offering being registered in NRBE, the delivery of
the Offer Shares pertaining to the Subsequent Offering is expected on or about 2
May 2024. The Manager may be contacted for information regarding allocation,
payment and delivery of the Offer Shares.
Following the issuance of the 12,385,143 Offer Shares, the Company's share
capital will be NOK 2,091,057.04, divided into 209,105,704 shares, each with a
nominal value of NOK 0.01.
Pareto Securities AS is acting as Manager in the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as legal advisor to Norsk Renewables AS
in relation to the Subsequent Offering.
Further information about the Subsequent Offering and the subscription
procedures is included in the Company's stock exchange notice of 8 April 2024.
Increasing the focus on South Africa
Norsk Renewables is pleased to have been able to raise equity through the
private placement and the subsequent offering. The company aims to direct a
significant portion of its focus, resources and capital towards the development
of the significant project pipeline in South Africa, while at the same time
completing the construction in Brasil. As stated in previously, the company will
also look into sale of operating assets with the aim of reallocating capital to
the South African operations. Given the size of the project portfolio in South
Africa, the company foresees that near term project investments will be focused
on South Africa only. Furthermore, the company will continue its focus on
decreasing its operational expenses in order to maximize the value creation of
the available capital.
Norsk Renewable`s CEO, Torbjørn Elliot Kirkeby-Garstad is confident about the
strategy, stating "Our reallocation of capital and strategic adjustment of
market focus reflects our commitment to maximizing value for our stakeholders in
the long term. By focusing on the South Africa project pipeline and completing
our existing pipeline, we are poised for growth."
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 information contained in this announcement is for background purposes only
and does not purport to be full or complete. 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. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy, fairness or
completeness. Neither the Manager nor any of its affiliates accepts any
liability arising from the use of this announcement.
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. Neither
this announcement nor the information contained herein is for publication,
distribution or release, in whole or in part, directly or indirectly, in or into
or from the United States (including its territories and possessions, any State
of the United States and the District of Columbia), Australia, Canada, Japan,
Hong Kong, South Africa or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The
publication, distribution or release of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or
other information referred to herein should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
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 and "major U.S. institutional investors" as defined in Rule
15a-6 under the United States Exchange Act of 1934.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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.
This announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the Subsequent Offering. The Manager will not regard any
other person as its clients in relation to the Subsequent Offering and will not
be responsible to anyone other than the Company, for providing the protections
afforded to their respective clients, nor for providing advice in relation to
the Subsequent Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Subsequent Offering, the Manager and any of its
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Subsequent Offering or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, the Manager and any of its affiliates acting as investors
for their own accounts. The Manager does not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal
or regulatory obligations 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", "aim", "expect",
"anticipate", "intend", "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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and its affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement whether as a result
of new information, future developments or otherwise. The information, opinions
and forward-looking statements contained in this announcement speak only as at
its date and are subject to change without notice.