26 June 2017
EAM Solar Park Management AS ("SPM"), a subsidiary of Energeia Asset Management AS, is providing management services to EAM Solar ASA ("EAM") under an administrative, technical and commercial management agreement originally entered into on 17 March 2011 and amended and restated on 3 March 2013 (the "Agreement").
SPM is entitled to 12.5 % of the annual pre-tax profit (the "Royalty") in EAM. EAM and SPM is in agreement that the management agreement in its original form no longer works in the best interest of EAM and SPM, and have therefore decided to amend the Agreement.
The amendment is conducted to secure that SPM's interests are fully aligned with EAM in the pursuit of the claims against Aveleos, its directors, Enovos and Avelar.
EAM and SPM have entered into an addendum to the Agreement pursuant to which EAM shall buy back SPM's right to the Royalty with effect from the Effective Time, following which the Royalty will be cancelled. In consideration of to the buy-back of the Royalty, SPM shall receive a claim equal to NOK 17,436,385. This claim will be converted into 532,210 shares in EAM (the "Consideration Shares"). The new shares are non-dilutive for the existing shareholders.
The addendum is subject to the approval of the general meeting of EAM.
The addendum shall become effective when the general meeting of EAM has given the board of directors of EAM the authority to carry out the increase of the share capital required to issue the Consideration Shares (the "Effective Time").
SPM will continue as the manager of EAM and except for the amendments described above the management agreement will continue in force.
SPM has agreed to a lock-up on the Consideration Shares. Under the lock-up, SPM shall not for the period until the earlier of (i) five years from the Effective Time and (ii) such time when all legal disputes involving EAM or its subsidiaries in relation to the acquisition of the P31 portfolio have been finally settled or adjudicated, sell or in any other way transfer the Consideration Shares to any other person.
Carnegie and Wiersholm has acted as advisors to EAM in conjunction with this transaction.
For information, please contact:
Viktor E Jakobsen, CEO, phone +47 9161 1009, viktor@eam.no
About EAM Solar ASA: EAM Solar ASA is a utility company that acquires and operates solar power plants. The Company currently owns solar PV power plants in Italy. The plants are operating under long-term sales contracts.