Share Issue/Capital Change • Aug 29, 2017
Share Issue/Capital Change
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EAM Solar ASA : Final results of rights issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
29 August 2017.
Reference is made to previous stock exchange announcements regarding the rights
issue (the "Rights Issue") by EAM Solar ASA (the "Company") of 1,250,000 new
shares with a nominal value of NOK 10 each (the "Offer Shares") at a
subscription price of NOK 24 per Offer Share.
The subscription period for the Rights Issue expired 28 August 2017 at 16:30
hours (CET). The final result shows that a total of 2,604,740 Offer Shares were
subscribed for during the subscription period. The Rights Issue has consequently
been oversubscribed by approximately 108 per cent.
The allocation of the Offer Shares is based on the allocation criteria set out
in the prospectus dated 8 August 2017 (the "Prospectus"). A total of 1,250,000
Offer Shares have been allocated. Approximately 1,161,721 Offer Shares have been
allocated to subscribers on the basis of exercised subscription rights.
Approximately 88,279 Offer Shares have been allocated to holders of subscription
rights as a result of oversubscription. No Offer Shares have been allocated to
subscribers without subscription rights.
Notices of allocation of Offer Shares and the corresponding subscription amount
to be paid by each individual subscriber are expected to be distributed today.
Payment for the allocated shares falls due on 31 August 2017 in accordance with
the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded before they are fully paid and
the share capital increase pertaining to the Rights Issue has been registered
with the Norwegian Register of Business Enterprises. It is expected that the
share capital increase will be registered in the Norwegian Register of Business
Enterprises on or about 4 September 2017 and that the Offer Shares will be
transferred to the VPS accounts of the subscribers and admitted to trading on
the Oslo Axess on the same day.
Through the Rights Issue, the Company will receive proceeds of NOK 30 million
before the deduction of transaction costs. The Company's general meeting
resolved on 8 August 2017 to increase the share capital of the Company by NOK
12,500,000 through the issue of 1,250,000 Offer Shares in the Rights Issue.
Following registration of the share capital increase in the Norwegian Register
of Business Enterprises, the Company's share capital will be NOK 68,522,100,
divided into 6,852,210 shares, each with a nominal value of NOK 10.
Carnegie AS acts as manager of the Rights Issue.
For further queries, please contact:
Viktor E. Jakobsen, CEO, phone +47 9161 1009, [email protected].
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.
IMPORTANT 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.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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