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Nordic Financials ASA Capital/Financing Update 2021

Oct 28, 2021

3521_rns_2021-10-28_58d9964f-93d5-474c-b82c-c8af9aec7f9a.html

Capital/Financing Update

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Aega ASA – Final results for the rights issue

Aega ASA – Final results for the rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAW.

Oslo, Norway, 28 October 2021

The subscription period for the rights issue (the "Rights Issue") in Aega ASA (the "Company") expired at 16:30 hours CEST on 27 October 2021. At the expiry of the subscription period, the Company had received subscriptions for a total of 36 million new shares. The Rights Issue was accordingly oversubscribed by 100%.

A range between 8 million and up to 18 million new shares (the "Offer Shares") were offered in the Rights Issue, whereby each Offer Shares were offered with the addition of two warrants (the "Warrants" and each Offer Shares together with two Warrants referred to as the "Units"). One Warrant gives the right to subscribe for one additional share in the Company on 10 March 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.70. The second Warrant gives the right to subscribe for one additional share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.90.

The final allocation of the Units in the Rights Issue has now been completed based on the allocation criteria set out in the Company's prospectus dated 11 October 2021 (the "Prospectus").

11,604,385 Units, constituting 64.5 % of the total amount of offered Units, were subscribed for and allocated through the exercise of subscription rights. 6,395,615 Units, constituting 35.5 % of the total amount of offered Units, are allocated pro-rata to subscribers who have oversubscribed based on the number of subscription rights exercised by each subscriber. No allocation has been made to subscribers without subscription rights.

Notifications of allocated Units are expected to be distributed today. Payment for the allocated Offer Shares falls due on 1 November 2021 in accordance with the payment procedures described in the Prospectus and subscription form. Each subscriber in the Rights Issue must ensure that there are sufficient funds on the bank account as set out by the subscriber on the subscription form, so that the subscription price relevant to each subscriber can be debited on 1 November 2021 in accordance with the authorisation set out in the subscription form.

The following primary insiders, including their close associates, have been allocated Units in the Company at the subscription price of NOK 1.50 in accordance with allocation principles set out in the Prospectus:

Fabio Buonsanti, COO in the Company, has been allocated 13,219 Units.

Ingebrikt Bjørkhaug, CFO in the Company, has been allocated 73,807 Units.

Brezza AS, a company 100% owned by Nils P. Skaset, CEO in the Company, has been allocated 250,000 Units.

Jan P Harto AS, a company controlled by Jan P. Harto, board member in the Company, has been allocated 400,000 Units.

Halldor Chr. Tjoflaat, chairperson of the board in the Company, has been allocated 100,000 Units. Rybo Nor AS, a company 100% owned by Halldor Chr. Tjoflaat, chairperson of the board in the Company has been allocated 403,730 Units.

Primary insider notifications pursuant to the market abuse regulation article 19 are attached.

The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 2 November 2021.

The Offer Shares will be transferred to the VPS accounts of the subscribers on or about 2 November 2021 and admitted to trading on Euronext Expand Oslo on or about 3 November 2021. The relevant number of Warrants will be transferred to the VPS account of the subscribers in the Rights Issue, unless the subscriber holds a share savings account. For all subscribers holding a share savings account, the relevant number of Warrants will be manually kept by the Company, unless otherwise instructed by the holder. All shares issued following exercise of the Warrants will be listed on the Euronext Expand Oslo.

DNB Bank ASA is acting as settlement agent for the rights issue. Advokatfirmaet Selmer AS is acting as legal counsel to the Company.

For further information please contact:

Nils Petter Skaset, CEO of Aega ASA

Tel: +47 951 88 154, e-mail: [email protected]

About AEGA

Aega ASA is a Norwegian listed investment Company. The Company focuses on acquisitions of smaller existing solar parks in Italy. In addition to being an industrial player in Italy, Aega also considers financial investments within the renewable energy sector.

This information is subject to the disclosure requirements pursuant to the market abuse regulation article 19 and section 5 12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement 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"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release, included attachments, by such forward-looking statements.

The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement, included attachments.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Company’s advisors nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Company’s advisors nor any of their respective affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.