Magnora ASA

Share Issue/Capital Change • Sep 21, 2022

MAGNORA ASA: CONTEMPLATED PRIVATE PLACEMENT

MAGNORA ASA: CONTEMPLATED PRIVATE PLACEMENT

21.9.2022 16:46:27 CEST | Magnora ASA | Additional regulated information

required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, 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.

Magnora ASA ("Magnora" or the "Company") has retained Pareto Securities AS as

sole global coordinator and sole bookrunner and Danske Bank A/S (Norwegian

Branch) together with Skandinaviska Enskilda Banken AB (publ) as co-managers

(jointly the "Managers"), to advise on and effect a private placement of new

ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of

up to NOK 200 million (the "Private Placement"). The subscription price per

Offer Share in the Private Placement (the "Subscription Price") and the total

number of Offer Shares will be determined by the Company's Board of Directors

(the "Board") on the basis of an accelerated bookbuilding process conducted by

the Managers.

The net proceeds from the Private Placement will be used to continue the

expansion of the Company's development portfolio, hereunder accelerate the solar

PV and energy storage businesses as well as selected wind projects. The Company

will also secure new acreage through land lease agreements and grid connections

across project portfolios. In addition, the funds will be used to strengthen the

core team, for general corporate purposes, and to maintain the Company's

flexibility to pursue high-return investment opportunities in its portfolio

companies.

Hafslund Vekst AS ("Hafslund") has pre-committed to subscribe for NOK 100

million in the Private Placement. The pre-commitment is subject to the

Subscription Price being set with a discount of at least 5% to the closing

market share price for the Company's shares on the day the Private Placement is

launched, and that the Offer Price is not set above NOK 30.00 per share.

Hafslund will receive 100% allocation on its application. The application period

in the Private Placement will commence today, 21 September 2022 at 16:30 CEST

and close on 22 September 2022 at 08:00 CEST. The Company may, however, at any

time and for any reason in consultation with the Managers resolve to shorten or

extend the application period on short or without notice. If the application

period is shortened or extended, any other dates referred to herein may be

changed accordingly.

The Private Placement will be directed towards a limited number of selected

investors subject to, in each case, applicable exemptions from relevant

prospectus, filing and registration requirements, (i) outside the United States

in reliance on Regulation S under the US Securities Act of 1933 as amended (the

"US Securities Act") and (ii) in the United States to "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the US Securities Act and to

major U.S. institutional investors under SEC Rule 15a-6 to the United States

Exchange Act of 1934. The minimum application and allocation amount has been set

to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at

its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000

to the extent applicable exemptions from the prospectus requirements pursuant to

the Norwegian Securities Trading Act and ancillary regulations are available.

Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares will be determined at the end of the application

period by the Board, in consultation with the Managers, at its sole discretion.

The Offer Shares will not be tradable before the share capital increase

pertaining to the issuance of the Offer Shares has been registered in the

Norwegian Register of Business Enterprises, expected on or about 26 September

2022, based on a pre-payment agreement with the Managers (the "Pre-Payment

Agreement". Allocated Offer Shares are expected to be settled on or about 27

September 2022 on a delivery versus payment basis.

Completion of the Private Placement is subject to (i) all necessary corporate

resolutions being validly made by the Company, including without limitation, the

Board resolving to consummate the Private Placement and issue the Offer Shares

pursuant to the authorisation granted by the Company's annual general meeting

held on 26 April 2022; (ii) the Pre-Payment Agreement remaining unmodified and

in full force and effect; and (iii) registration of the share capital increase

pertaining to the issuance of the Offer Shares in the Norwegian Register of

Business Enterprises and the subsequent issuance of the Offer Shares in the

Norwegian Central Securities Depository (VPS).

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 the close of the

application period. Neither the Company nor the Managers will be liable for any

losses incurred by applicants if the Private Placement is cancelled and/or

modified, irrespective of the reason for such cancellation or modification.

Certain members of the Company's management and Board have pre-committed to

subscribe for Offer Shares in a total amount of approx. NOK 2.6 million. Members

of the Company's Board and management have entered into customary lock-up

arrangements with the Managers which restrict, subject to certain exceptions,

their ability to, without the prior written consent of the Managers, sell or

otherwise dispose of shares in the Company for a period of 6 months from

completion of the Private Placement.

The Board has considered the structure of the contemplated Private Placement in

light of the equal treatment obligations under the Norwegian Public Limited

Companies Act, the Norwegian Securities Trading Act and the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's guidelines on the rule of equal

treatment, and is of the opinion that the proposed Private Placement is in

compliance with these requirements. By structuring the transaction as a private

placement, the Company will be in a position to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue. In addition,

the Private Placement is subject to marketing through a publicly announced

bookbuilding process following a period of pre-sounding conducted by the

Managers, and a market-based offer price should therefore be achieved. Further,

it is foreseen that a large portion of the Private Placement will be subscribed

by investors not currently being shareholders of the Company, which will widen

and strengthen the Company's shareholder base. On this basis and based on an

assessment of the current equity markets, the Board has considered the Private

Placement to be in the common interest of the Company and its shareholders. As a

consequence of the private placement structure, the shareholders' preferential

rights to subscribe for the Offer Shares will be deviated from.

ADVISORS

Pareto Securities AS is acting as sole global coordinator and sole bookrunner in

connection with the Private Placement, and Danske Bank A/S (Norwegian Branch)

together with Skandinaviska Enskilda Banken AB (publ) are acting as co-managers.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers and

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act. This information is considered to

be inside information pursuant to the EU Market Abuse Regulation, and was

published by Bjørn Gisle Grønlie. EVP Legal & M&A at Magnora ASA on the date and

time provided.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Erik Sneve, CEO, email: es at magnoraasa.com

* Torstein Sanness, Executive chairman, email: sanness at sf-nett.no

ABOUT MAGNORA ASA

Magnora ASA (OSE: MGN) has a legacy royalty business that is re-invested in

renewable energy development projects and companies. Magnora's portfolio of

renewable companies consists of Evolar AB, Helios Nordic Energy AB, Kustvind AB,

Magnora Offshore Wind AS, Magnora South Africa, and AGV. The company is listed

on the main list on Oslo Stock Exchange under the ticker MGN.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847805/1761/2363/Download%20announcement

%20as%20PDF.pdf