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Nordic Financials ASA — Capital/Financing Update 2021
Oct 11, 2021
3521_rns_2021-10-11_5b8a13b5-5c15-4618-8d73-926d82238359.html
Capital/Financing Update
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Aega ASA – Approval and publication of the prospectus for the rights issue
Aega ASA – Approval and publication of the prospectus 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, 11 October 2021
As previously announced, Aega ASA (the "Company") will carry out a rights issue (the "Rights Issue") of minimum 8 million and up to 18 million new shares with a subscription price of NOK 1.50 per new share in the Company (the "Offer Shares"), raising gross proceeds of minimum approximately NOK 12 million and up to NOK 27 million. The Rights Issue is guaranteed for the minimum subscription amount of NOK 12 million in the Rights Issue, equivalent to minimum 8 million Offer Shares. Each Offer Share will be offered with the addition of two warrants (the "Warrants" and together with the Offer Shares, the "Units") whereby 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, while the other 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. Each existing shareholder will be granted 0.3721 subscription rights (the "Subscription Rights") for every one (1) existing share registered as held by the shareholder on 30 September 2021, as they appear in the Company's shareholder register in VPS on 4 October 2021 (the "Record Date"). Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Unit in the Rights Issue.
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today on 11 October 2021 approved the Company's prospectus prepared in connection with the Rights Issue (the "Prospectus").
Subject to applicable local securities laws, the Prospectus and the subscription form for the Rights Issue may be downloaded from https://aega.no/rights-issue-2021/.
The subscription period for the Rights Issue will commence on 13 October 2021 and expire on 27 October 2021 at 16:30 CEST. The Subscription Rights will be tradable from 13 October 2021 until 25 October 2021 at 16:30 CEST.
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 a duty of disclosure pursuant to 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. Forwardlooking 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.