26 June 2017
This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan.
This announcement is not an offer of securities for sale in the United States. The new shares to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States.
The board of directors of EAM Solar ASA (the "Company") has resolved to carry out a fully underwritten rights' issue with gross proceeds of NOK 30 million (the "Rights Issue"). The Rights Issue is subject to approval by the Company's general meeting. An extraordinary general meeting will be held in early August 2017 to consider the proposal for a Rights Issue.
The net proceeds from the Rights Issue will be used for financing the on-going legal processes and working capital purposes.
The subscription price in the Rights Issue will be the lowest of NOK 24 per share and a discount of 25% to the theoretical ex-rights price for the shares (i.e. the calculated price for the Issuer's shares after issuing the new shares in the Rights Issue, assuming that the Rights Issue is subscribed for the full amount and based on a pre-transaction share price equal to the volume weighted share price for the Issuer's shares quoted on Oslo Børs in the period from and including 27 June 2017 to and including the last trading day prior to the date of the EGM notice. The number of new shares will be decided on the basis of the final subscription price.
The dilution of non-participating shareholders in the equity rights issue will be approximately 20% (excluding any revenue from sale of subscription rights).
In connection with the Rights Issue, the Company has entered into an underwriting agreement with the main shareholders (the "Underwriters"), who upon and subject to certain conditions underwrite the subscription of all the shares to be offered in the Rights Issue.
New shares not subscribed for by the end of the subscription period will thus be allocated to the Underwriters. The Underwriters will receive an underwriting fee corresponding to 2.00% of the underwritten amount.
The Company will prepare a prospectus relating to the Rights Issue, to be approved by the Financial Supervisory Authority of Norway. Existing shareholders will be granted subscription rights for the shares offered in the Rights Issue pro rata to their existing shareholding in the Company. The shareholders will receive subscription rights on the basis of their shareholding in the Company as of a record date to be determined when the date of the general meeting has been decided. Oversubscription and subscription without subscription rights will be permitted. The subscription rights will be freely tradable and listed on the Oslo Stock Exchange.
The Company has appointed Carnegie as Manager for the Rights Issue. Advokatfirmaet Wiersholm AS is the Company's legal counsel.
For information, please contact:
Viktor E Jakobsen, CEO, phone +47 9161 1009, viktor@eam.no
About EAM Solar: EAM Solar 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.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMORTANT INFORMATION:
This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of EAM Solar ASA. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of EAM Solar ASA referred to in this announcement should be based exclusively on the prospectus published by EAM Solar ASA for such purpose.
This announcement and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or publications with a general circulation in the United States. This announcement does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The new shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the new shares in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling
within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it 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").
The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of EAM Solar ASA and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. EAM Solar ASA assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.