Scatec ASA

Prospectus • Sep 11, 2014

Scatec Solar ASA - Announcement of terms in the Initial Public Offering ("IPO")

Scatec Solar ASA - Announcement of terms in the Initial Public Offering ("IPO")

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

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

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 11 September 2014: As previously announced, Scatec Solar ASA ("Scatec

Solar" or the "Company") has applied for a listing of its shares (the "Shares")

on the Oslo Stock Exchange and has resolved to launch an initial public offering

(the "Offering"). Subject to approval of the listing application and successful

completion of the Offering, the shares of Scatec Solar is expected to be

admitted to listing on Oslo Stock Exchange on or about 29 September 2014.

The Shares to be offered in the Offering (the "Offer Shares") are expected to be

offered at a price between NOK 28 and NOK 36 per Offer Share, which implies a

pre-IPO value of Scatec Solar of between NOK 1,890 million and NOK 2,430

million. The final price per Offer Share may, however, at the discretion of the

Company be set above or below this indicative price range.

Scatec AS which currently holds 36.8% of the Shares in the Company, ITOCHU

Corporation and ITOCHU Europe PLC which together currently hold 36.1% of the

Shares in the Company, Scatec Invest AS which currently holds 16.4% of the

Shares in the Company, Scatec Solar Ansatte AS which currently holds 2.7% of the

Shares in the Company, Argentos AS which currently holds 4.1% of the Shares in

the Company, Rearden AS which currently holds 0.5% of the Shares in the Company

and certain employees which together currently hold 2.8% of the Shares in the

Company (the "Selling Shareholders"), intend to offer for sale up to 19,835,413

Shares in the Company (the "Secondary Shares") in the Offering, raising gross

proceeds to the Selling Shareholders of up to NOK 714 million. The Company

intends to raise gross proceeds of about NOK 500 million by issuing new Shares

(the "New Shares") in the Offering. In addition, pursuant to an over-allotment

facility, the managers of the Offering (the "Managers") may elect to over-allot

a number of additional Shares equalling up to 15 % of the number of Offer

Shares. These shares will be provided by Scatec AS, ITOCHU Corporation, Scatec

Invest AS and Scatec Solar Ansatte AS (the "Principal Shareholders") through a

share lending arrangement with the Managers.

The Selling Shareholders will be subject to a customary lock-up period of 9

months, except for Selling Shareholders that are members of the Company's board

of directors and executive management, which will be subject to a lock-up period

of 12 months starting the first day of listing.

The Company is in the process of preparing a prospectus (the "Prospectus") which

is expected to be published on the morning of 15 September 2014, presenting the

full terms and conditions for the Offering comprising:

(i) a retail offering, in which Offer Shares are being offered to the public in

Norway subject to a lower limit per application of NOK 10,500 and an upper limit

per application of NOK 999,999 (the "Retail Offering"). Applicants in the Retail

Offering will receive a discount of NOK 1,500 on their aggregate application

amount for the Offer Shares allocated to such applicants;

(ii) an employee offering, in which Offer Shares are being offered to certain

eligible employees of the Company, subject to a lower limit of application of an

amount of NOK 10,500 (NOK 2,000 for eligible South African employees) and an

upper limit per application of NOK 999,999 (the "Employee Offering"). Each

eligible employee will receive a discount of NOK 1,500 (14,3% for eligible South

African employees, limited to NOK 1,500) on the aggregate application amount for

the Offer Shares allocated to such applicants; and

(iii) an institutional offering, in which Offer Shares are being offered to

investors subject to applicable exemptions from the prospectus requirements, and

subject to a lower limit per application of NOK 1,000,000 (the "Institutional

Offering").

The bookbuilding for the Institutional Offering is expected to commence on 15

September 2014 at 09:00 a.m. (CET), and run until 4:30 p.m. (CET) on 25

September 2014, and the application period for the Retail Offering and the

Employee Offering is expected to commence on 15 September 2014 at 09:00 a.m.

(CET) and run until 12:00 (CET) on 25 September 2014, both subject to shortening

or extensions. The final number of Offer Shares to be allocated, and the final

price per Offer Share, will be determined by the board of directors of the

Company, in consultation with the Managers, after completion of the bookbuilding

period for the Institutional Offering. The final pricing of the transaction is

expected to take place on or about 25 September 2014 with first day of trading

on the Oslo Stock Exchange to commence on or around 29 September 2014.

Completion of the Offering is conditional upon (i) the board of directors of the

Oslo Stock Exchange approving the application for listing of the Shares in a

board meeting on 24 September 2014 and the satisfaction of the conditions for

admission to listing set by the Oslo Stock Exchange, and (ii) the board of

directors of the Company, in consultation with the Managers, following the

bookbuilding process having approved the offer price and the allocation of the

Offer Shares and resolved to issue the New Shares and complete the Offering.

There can be no assurance that these conditions will be satisfied.

The terms and conditions of the Offering will be presented in the Prospectus to

be prepared in connection with the Offering and listing of Scatec Solar, and

which is expected to be published on the morning of 15 September 2014. The

Prospectus is, subject to regulatory restrictions in certain jurisdictions,

expected to be available at www.abgsc.com and www.carnegie.com, and at

www.scatecsolar.com through a link to the website of ABG Sundal Collier Norge

ASA / Carnegie AS from the commencement of the bookbuilding period and the

application period for the Offering, 15 September 2014 at 09:00 a.m. (CET). Hard

copies of the Prospectus may also be obtained free of charge from the same date

by contacting the Company or one of the Managers.

ABG Sundal Collier Norge ASA and Carnegie AS are acting as Managers in the

Offering. Advokatfirmaet Selmer DA is legal advisor to the Company.

For more information, please contact:

Raymond Carlsen, Chief Executive Officer

Tel: +47 454 11 280

E-mail: raymond.carlsen@scatecsolar.com

Mikkel Tørud, Chief Financial Officer

Tel: +47 976 99 144

E-mail: mikkel.torud@scatecsolar.com

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 will not be 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.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1855220]