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Nordic Financials ASA — Capital/Financing Update 2022
Aug 31, 2022
3521_iss_2022-08-31_f9b80334-b57c-45e5-a5f3-c3dfd200a5f0.html
Capital/Financing Update
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Aega ASA – Successful equity raise
Aega ASA – Successful equity raise
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Oslo, 31 August 2022.
Reference is made to the stock exchange announcement published by Aega ASA ("Aega" or the "Company") on 3 June 2022 regarding the contemplated private placement of new shares and/or private placement of a convertible loan to raise proceeds of up to NOK 30 million, as well as the stock exchange announcement on 21 June 2022 disclosing that the Company had placed NOK 19,880,000 in a convertible loan.
As an extension of the equity raise in June, the Company has received an offer for financing from Mamalao AS ("Mamalao" or the "Lender"), which the board has resolved to accept. The financing consists of (i) an issuance of a convertible loan (the "Loan") of NOK 10 million and (ii) a private placement by issuing up to 5,000,000 new shares in the Company at a price of NOK 1 per share (the "Share Issue") (collectively the "Equity Raise").
The Loan is issued on the same terms as announced in June 2022 and has an interest rate of 3 months NIBOR plus 5.75%, with a maximum interest rate of 10%, and is secured by a pledge on the Company's shares in and claim towards Aega Solar AS. The Lender can convert the principal amount of the Loan into shares at a subscription price of NOK 1, in accordance with customary terms and conditions, from and including 31 December 2022. By issuing the Loan, Aega has succeeded in placing the previously announced convertible loan with proceeds of NOK 30 million. Furthermore, strengthening of the equity by the Share Issue will give the Company increased possibilities for further work towards implementation of Aega's long-term strategy.
The net proceeds from the Equity Raise will be used for the following purposes:
• Purchase of additional solar parks in Italy;
• Operational expenditures; and
• General corporate purposes.
The issuance of the Loan was approved by the Company's board of directors at a board meeting held on 31 August 2022, based on the authorisation granted to the board of directors at the Company's annual general meeting on 31 May 2022.
The Board has considered the Equity Raise in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rules of equal treatment. Completion of the private placement of the Loan and the Share Issue implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated an amount of the Loan and the Share Issue. The Board has carefully considered such deviation and has resolved that the Equity Raise is in the best interests of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the availability of capital markets financing in a timely manner together with the necessity for the Company to realize its communicated targets in line with its approved strategy, taking into account that the Equity Raise is based on, and is carried out on the same terms as, the equity raise in June 2022 which was a result of the investor interest obtained following a marketing process with certain existing and potential new investors and a publicly announced process.
Mamalao is a close associate to the chairman of the board in Aega, Halldor Christen Tjoflaat, who thus is a person with managerial responsibilities ("Primary Insider") in the Company. Primary insider notification according to the market abuse regulation article 19 is attached.
Following registration of the new share capital pertaining to the Share Issue, the Company will have a share capital of NOK 71,375,949 divided into 71,375,949 shares, each with a par value of NOK 1.
The Company's latest company update presentation is available at www.aega.no.
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 Notices
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Nils Petter Skaset, chief financial officer at Aega ASA on 31 August 2022 at the CEST time stated in this announcement on behalf of the Company.
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. 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 investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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 by such forward-looking statements. The Company does not provide any guarantees 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 document.
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.
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 in the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.