News
Key information regarding potential subsequent offering
Published Feb 16, 2024
Reference is made to the press release published by Norsk Renewables AS (the "Company") on 15 February 2024 regarding completion of a private placement (the "Private Placement") raising gross proceeds to the Company in the amount of a NOK equivalent of approximately NOK 36.27 million and that the Company is considering to conduct a subsequent share offering of up to 23,200,000 new shares (the "Subsequent Offering") with non-tradeable subscription rights to eligible shareholders.
Norsk Renewables AS - Key information regarding potential subsequent offering
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 15 February 2024: Reference is made to the press release published by Norsk Renewables AS (the "Company") on 15 February 2024 regarding completion of a private placement (the "Private Placement") raising gross proceeds to the Company in the amount of a NOK equivalent of approximately NOK 36.27 million and that the Company is considering to conduct a subsequent share offering of up to 23,200,000 new shares (the "Subsequent Offering") with non-tradeable subscription rights to eligible shareholders. Over-subscription will be permitted for eligible shareholders. Subscription without subscription rights will not be permitted in the Subsequent Offering.
Date for announcement of terms: 15 February 2024
Last day including right to receive subscription rights: 15 February 2024
First day excluding right to receive subscription rights: 16 February 2024
Record Date: 19 February 2024
Maximum number of new shares: Up to 23,200,000
Subscription price: NOK 0.30
Shall the rights be listed: No.
The Subsequent Offering is subject to the board of directors resolving to initiate the Subsequent Offering.
Notwithstanding the foregoing, the board of directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering inter alia if the prevailing market price of the Company's shares trade lower than the Subscription Price and thereby making a subsequent offering redundant.
Pareto Securities AS is acting as sole global coordinator and bookrunner for the Private Placement and the potential Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
For further 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 of Section 5-12 of the Norwegian Securities Trading Act.
About the company: Norsk Renewables 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Manager or any of its affiliates or any of its respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility 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.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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 "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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 respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. It will not regard any other person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Manager and any of its respective 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 Private Placement 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, such Manager and any of its respective 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 respective 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.