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Scatec ASA

Share Issue/Capital Change Oct 1, 2014

3737_iss_2014-10-01_c29f2d20-e2f8-44b2-b1d6-4704acbdad71.html

Share Issue/Capital Change

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Scatec Solar ASA - Completion of the Initial Public Offering

Scatec Solar ASA - Completion of the Initial Public Offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER  JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Scatec Solar ASA - Completion of the IPO on the Oslo Stock Exchange

Oslo, 1 October 2014 - Scatec Solar ASA ("Scatec Solar" or the "Company", Oslo

Børs ticker symbol: "SSO") announces the successful completion of the

bookbuilding period for the initial public offering of shares of the Company

(the "Offering").

In summary:

* The Offering is comprised of 36,315,790 shares, consisting of 26,315,790 new

shares and 10,000,000 existing shares. In addition, the Joint Bookrunners of

the Offering have over-allotted 5,447,368 shares, representing  15% of the

total number of shares issued and sold in the Offering, and borrowed the

same number of shares from Scatec Invest AS, Scatec Solar Ansatte AS and

ITOCHU Corporation for the purpose of covering over-allotments (who have

also granted the Joint Bookrunners a corresponding green-shoe option)

* The shares are priced at NOK 19.00 per share implying a market

capitalisation of Scatec Solar after the completion of the IPO of NOK 1,783

million

* Gross proceeds from the new shares to be issued by the Company are NOK 500

million while the size of the total Offering (including the over-allotment

facility) is approximately NOK 794 million

* Trading of the shares in Scatec Solar on the Oslo Stock Exchange is expected

to commence on Thursday 2 October 2014 under the ticker symbol "SSO"

Following the Offering, Scatec Solar is expected to have approximately 650

shareholders and a free float of approximately 39% (increasing to approximately

45% upon exercise of the over-allotment option), and accordingly, the criteria

set by the Board of directors of the Oslo Stock Exchange for listing of Scatec

Solar on the Oslo Stock Exchange have been met. Approximately 97.6% of the

shares in the Offering were allotted to investors in the institutional offering

and 2.4% of the shares were allotted to investors in the retail and employee

offering. The number of ordinary shares in issue following the Offering will be

93,816,230, each with a nominal value of NOK 0.025.

After completion of the Offering, but before any exercise of the green-shoe

option, Scatec AS will own 20,881,116 shares (corresponding to a shareholding of

approximately 22.3%), ITOCHU Europe PLC and ITOCHU Corporation (jointly referred

to as "ITOCHU") combined will own 20,495,709 shares (21.8%), Scatec Invest AS

will own 9,327,614 shares (9.9%) and Scatec Solar Ansatte AS will own 1,554,602

shares (1.7%). Assuming full exercise of the green-shoe option, ITOCHU, Scatec

Invest AS and Scatec Solar Ansatte AS will own 16,182,679 (17.2%), 8,335,324

(8.9%) and 1,392,554 (1.5%) shares, respectively.

Shares owned by the selling shareholders and the Company's board members are

subject to standard lock-up undertakings for a period of 9 months following the

first day of listing. The Company and shares owned, directly or indirectly, by

the Company's executive management are subject to standard lock-up undertakings

for a period of 12 months following the first day of listing.

Notifications of allotted shares and the corresponding amount to be paid by each

investor will be distributed to the investors on 1 October 2014. Investors

having access to investor services through their VPS account manager will be

able to check the number of shares allocated to them from approximately 10:00

hours (CET) on 1 October 2014. The Joint Bookrunners may also be contacted for

information regarding allocation.

Carnegie AS, acting as stabilisation manager, may carry out stabilisation

activities by purchasing the Company's shares in the secondary market during the

period commencing on the first day of trading of the shares on Oslo Børs, and

ending at the close of trading on the 30th calendar day following such day. A

separate disclosure will be issued by the stabilisation manager regarding the

over-allotment and stabilisation activities.

ABG Sundal Collier Norge ASA and Carnegie AS are acting as Joint-Lead Managers

and Joint Bookrunners in the Offering. Advokatfirmaet Selmer DA is legal advisor

to the Company.

For further queries, please contact:

Raymond Carlsen, Chief Executive Officer

Tel: +47 454 11 280

E-mail: [email protected]

Mikkel Tørud, Chief Financial Officer

Tel: +47 976 99 144

E-mail: [email protected]

About Scatec Solar

Scatec Solar is an integrated independent power producer, aiming to make solar a

sustainable and affordable source of energy worldwide. Scatec Solar develops,

builds, owns and operates solar power plants, and will in 2014 deliver power

from 220 MW in the Czech Republic, South Africa and Rwanda. The company is in

strong growth and has a solid pipeline of projects under development in Africa,

US, Japan, Middle East and Europe. Scatec Solar is head quartered in Oslo,

Norway.

Important Notice

The contents of this announcement have been prepared by, and are the sole

responsibility of, the Company. The Company's financial advisors are acting

exclusively for the Company and no one else, and will not be responsible to

anyone other than the Company for providing the protections afforded to their

respective clients, or for advice in relation to the Offering, the contents of

this announcement or any of the matters referred to herein. The Offering and the

distribution of this announcement and other information in connection with the

Offering may be restricted by law in certain jurisdictions. The Company assumes

no responsibility in the event there is a violation by any person of such

restrictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about, and to observe,

any such restrictions. This announcement may not be used for, or in connection

with, and does not constitute, any offer of securities for sale in the United

States or in any other jurisdiction.

The Offering has not been made in any jurisdiction or in any circumstances in

which such offer or solicitation would be unlawful. This announcement is not for

distribution, directly or indirectly in or into any jurisdiction in which it is

unlawful to make any such offer or solicitation to such person or where prior

registration or approval is required for that purpose. No steps have been taken

or will be taken relating to the Offering in any jurisdiction outside of Norway

in which such steps would be required. Neither the publication and/or delivery

of this announcement shall under any circumstances imply that there has been no

change in the affairs of the Company or that the information contained herein is

correct as of any date subsequent to the earlier of the date hereof and any

earlier specified date with respect to such information.

This announcement is not for publication or distribution, directly or

indirectly, in the United States (including its territories and possessions, any

state of the United States and the District of Columbia). This announcement does

not constitute or form part of any offer or solicitation to purchase or

subscribe for securities in the United States. Securities may not be offered or

sold in the United States absent registration or an exemption from registration.

The Offer Shares to be issued in the Offering have not been and will not be

registered under the United States Securities Act of 1933, as amended (the "US

Securities Act") or with any securities regulatory authority of any state or

other jurisdiction of the United States, and may not be offered or sold in the

United States or to, or for the account of, U.S. persons (as such term is

defined in Regulation S under the US Securities Act), except pursuant to an

effective registration statement under, or an exemption from the registration

requirements of, the US Securities Act. All offers and sales outside the United

States will be made in reliance on Regulation S under the US Securities Act.

There will be no public offer of securities in the United States.

This announcement does not constitute an offering circular or prospectus in

connection with an offering of securities of the Company. Investors must neither

accept any offer for, nor acquire, any securities to which this document refers,

unless they do so on the basis of the information contained in the prospectus

made available by the Company only to qualified persons in certain jurisdictions

where an offer may be made (if an offer is made). This announcement does not

constitute an offer to sell or the solicitation of an offer to buy or subscribe

for, any securities and cannot be relied on for any investment contract or

decision.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1859906]

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