AI assistant
Nordic Financials ASA — Capital/Financing Update 2021
Sep 30, 2021
3521_rns_2021-09-30_9481fc4e-0fa0-4b11-bf7c-c4daf20f0fde.html
Capital/Financing Update
Open in viewerOpens in your device viewer
Aega ASA - Extraordinary general meeting held, and approved Rights Issue
Aega ASA - Extraordinary general meeting held, and approved 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, 30 September 2021: Aega ASA ("Aega" or the "Company"), held an extraordinary general meeting on 30 September 2021 at 18:00 hours (CEST).
Reference is made to the stock exchange notices published 31 August 2021 and 6 September 2021 regarding a proposed rights issue in the Company (the "Rights Issue"). The extraordinary general meeting of the Company has today approved the proposed Rights Issue, including all proposals for resolutions as presented in the notice convening the extraordinary general meeting dated 8 September 2021. The minutes from the extraordinary general meeting is attached to this stock exchange notice.
ABOUT THE RIGHTS ISSUE
Successful completion of the Rights Issue is expected to raise gross proceeds of minimum approx. NOK 12 million and up to approx. NOK 27 million, and will consist of an issuance of minimum 8 million and up to 18 million new shares in the Company with a nominal value of NOK 1 (the "New Shares").
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 New Share in the Rights Issue, with the addition of two warrants. The first 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. Provided that all New Shares are subscribed for, and all warrants are exercised, the Rights Issue is expected to raise in total a gross proceed of approx. NOK 91.8 million. All New Shares issued, and all shares issued in connection with the exercise of the warrants, will be listed on Euronext Expand Oslo.
The Rights Issue is guaranteed by two investment companies, CMDC AS and Selaco AS, who jointly guarantee for the minimum subscription amount of NOK 12 million in the Rights Issue, equivalent to minimum 8 million new shares, as further described in the stock exchange notice published by the Company on 6 September 2021.
The full terms and conditions for the Rights Issue will be included in a prospectus which is subject to approval by the Norwegian Financial Supervisory Authority (the "FSA"). The prospectus will be published prior to the commencement of the subscription period for the Rights Issue, which is, provided that the prospectus is approved by the FSA, expected to take place from 13 October 2021 at 09:00 to 27 October 2021 at 16:30 (the "Subscription
Period"). The Subscription Rights is expected to be listed and tradable on Euronext Expand Oslo from 13 October 2021 to 16:30 hours (CEST) on 25 October 2021 under the ticker code "AEGAT" (trading ends two days prior to the end of the Subscription Period). The Subscription Rights will appear on the VPS account to the existing shareholders in the Company prior to the Subscription Period.
CONDITIONS AND TIMETABLE
Subject to regulatory clearance of the prospectus, it is expected that the Rights Issue will be completed in the fourth quarter of 2021. Once the prospectus for the Rights Issue has been approved by the FSA, Aega will invite all shareholders to an information meeting about the Rights Issue and an update about the Company’s strategy.
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.
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.