News

Norsk Renewables AS: contemplated private placement

Published Feb 13, 2024 in Press releases

The Company hereby announces a contemplated private placement with gross proceeds in the range of NOK 30 million to NOK 45 million (the "Offer Size") by issue of new shares (the "Offer Shares") in the Company (the "Private Placement")

Norsk Renewables AS: Contemplated private placement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES 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 February 2024: Reference is made to the stock exchange announcement published by Norsk Renewables AS ("Norsk Renewables" or the "Company") on 29 January 2024, where the Company announced that it was considering raising a minimum amount of NOK 30 million in the form of a share issue. The Company hereby announces a contemplated private placement with gross proceeds in the range of NOK 30 million to NOK 45 million (the "Offer Size") by issue of new shares (the "Offer Shares") in the Company (the "Private Placement"). The subscription price per Offer Share in the Private Placement will be at a fixed price of NOK 0.30 (the "Offer Price"). Valinor AS ("Valinor"), the largest shareholder in the Company with approx. 53.1% of the shares outstanding, has pre-committed to subscribe for, and will be allocated, NOK 30 million at the Offer Price in the Private Placement (the “Pre-Committing Investor”). The Company's board of directors (the "Board") may propose a Subsequent Offering (as defined below) towards existing shareholders not participating in the Private Placement.

The Offer Price has been determined by Valinor after extensive market sounding of potential investors, first announced in November 2023 and subsequently in January 2024. Due to insufficient interest from the capital market to support the Company, Valinor has decided to support the Company and will subscribe for NOK 30 million in the Private Placement which covers the low end of the Offer Size range.

The net proceeds to the Company from the Private Placement will be used to cover development expenses to further develop the Company’s significant project pipeline in South Africa to the ready-to-build stage as well as for general operating expenses through 2024.

“As a growth company, Norsk Renewables is dependent on attracting equity to fund our operations and capital expenditures. Faced with a very challenging capital market for green energy solutions, Norsk Renewables is grateful to have the continued support of our largest shareholder, Valinor.

In my relatively short period at Norsk Renewables, I have seen Valinor showcase their strong belief in the Company. Firstly, through the joint venture in South Africa that takes our combined portfolio to 915 MW across solar, wind and BESS. This transaction was announced Q4 2023 and is expected to close in first half of 2024. And secondly, through now committing further capital to the Company despite the market conditions. Their continued support is essential for Norsk Renewables in a critical phase to ensure that we can cover expenses to further develop the significant project pipeline in South Africa to ready-to-build stage as well as to cover general operating expenses through 2024.

On behalf of the entire team at Norsk Renewables, I would like to extend our sincere thanks to Valinor for their commitment.” says Torbjørn Elliot Kirkeby-Garstad, CEO of Norsk Renewables.

*Timeline and terms of the Private Placement*

The Company has appointed Pareto Securities AS as sole global coordinator and sole bookrunner in the Private Placement (the "Manager").

The application period in the Private Placement commences today, 13 February 2024, at 09:00 CET and close on 15 February 2024 at 16:30 CET (the "Application Period"). The Company reserves the right, at its sole discretion, to extend or shorten the Application Period at any time and for any reasons on short, or without, notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.

Allocation of Offer Shares (conditional upon approval by an extraordinary general meeting (the "EGM") will be determined at the end of the Application Period at the sole discretion of the Board in consultation with the Manager. Allocation will be based on criteria such as (but not limited to) pre-commitments (as described above), existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Notification of conditional allocation will be distributed to the applicants in the Private Placement on or about 16 February 2024.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. Existing shareholders in the Company, with a pro-rata share of the Private Placement which is equal to or higher than the minimum order and allocation in the Private Placement (2.53% - 3.80% of the shares outstanding in the Company dependent on the final Offer Size), are exempt from this requirement. Further, the Company may, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent permitted by applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act (the "STA") and ancillary regulations. Further selling restrictions and transaction terms will apply.

*Timeline and settlement*

Settlement of the Private Placement is expected to be on or about 5 April 2024. The allocated shares will be delivered to the applicant's account with Euronext Securities Oslo, the Norwegian Central Securities Depository (the "VPS"), on a delivery versus payment ("DVP") basis as soon as practicable after the Conditions (as defined below) have been met. DVP settlement in the Private Placement is expected to be facilitated through a pre-payment agreement between the Company and the Manager.

*Conditions for completion of the Private Placement*

The completion of the Private Placement is subject to: (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) the EGM resolving to approve the Private Placement and issue the Offer Shares, (iii) the pre-payment agreement remaining in full force and effect, (iv) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the Norwegian Register of Business Enterprises, and (v) the allocated Offer Shares being validly issued and registered in the VPS (together, the "Conditions").

The Pre-Committing Investor, holding approx. 53.1% of the Company’s shares outstanding, have undertaken to vote in favour of the Private Placement at the EGM.

The Company reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation. The applicants also acknowledge that the Private Placement will be cancelled if the conditions set out are not fulfilled.

The Private Placement has been considered by the Board in light of the equal treatment obligations under the STA section 5-14, section 2.1 of the Oslo Rule Book II, and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines. The issuance of the Offer Shares is carried out as a private placement and combined with focusing the geographical footprint of the Company, other available funding sources (including potential sale of operating assets) and other strategic options, is expected to cover development expenses to further develop the Company’s significant project pipeline in South Africa to ready-to-build stage and general operating expenses through 2024. Following the maturation of the said portfolio in South Africa up to ready-to-build stage, further capital will be needed to construct and complete the projects under the Company’s current strategy. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the abovementioned purposes. In addition, the Company has received a pre-commitment from the Pre-Committing Investor to reduce transaction risk. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider to propose to carry out the Subsequent Offering directed towards shareholders who were not participating in the Private Placement (see details below). Finally, the Private Placement and ancillary corporate resolutions, are subject to approval by the EGM, at which the Company's shareholders will be given an opportunity to express their opinion and vote over the related share capital increase. On the basis of the above, and an assessment of the current equity markets as advised by the Manager, the Company's need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.

*Subsequent Offering*

The Company may, subject to completion of the Private Placement, approval by the EGM and certain other conditions, resolve to carry out a subsequent offering of new shares in the Company at the Offer Price (the "Subsequent Offering"). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 15 February 2024 (as registered in the VPS two trading days thereafter), who (i) do not have a pro-rata share of the Private Placement which is equal to or higher than the minimum order and allocation in the Private Placement (2.53% - 3.80% of the shares outstanding in the Company dependent on the final Offer Size), (ii) were not allocated Offer 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.

*Legal advisor*

Advokatfirmaet Thommessen AS acts as legal counsel to the Company in connection with the Private Placement and potential Subsequent Offering.

For further information, please contact:

Ingrid Sara Grimstad Amundsgård

EVP Sustainability, HSE, Communications & Investor Relations

ingrid.sara@norskrenewables.com

+ 47 90135533

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the STA section 5-12.

This stock exchange announcement was published by Ingrid Sara Grimstad Amundsgård, media contact at Norsk Renewables AS, on 13th of February 2024 at 07:30 CET.

***

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.

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Ingrid Sara Grimstad Amundsgård

Ingrid Sara Grimstad Amundsgård

EVP Sustainability, HSE, Communications & IR