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Nordic Financials ASA Interim / Quarterly Report 2017

Aug 15, 2017

3521_rns_2017-08-15_52c29c24-9589-498a-8e99-b0a706b0c60b.pdf

Interim / Quarterly Report

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Aega ASA Q2 REPORT – 2017

Contents

About Aega 3
Q2 in short 3
Highlights from the reporting period 3
Financial review 4
Aega Portfolio as of Q2 2017 5
Financials 7
Profit and loss 7
Balance sheet 8
Cash flow 9
Change in equity 10
Notes 11
Note 1: Summary of significant accounting policies 11
Note 2: Operational cost breakdown 11
Note 3: Property plant and equipment 11
Note 4: Group structure 12
Note 5: Cash and cash equivalents 12
Note 6: Power production 12
Note 7: Trade receivables and other current assets 13
Note 8: Financing overview 13
Note 9: Shares and shareholder information 13
Note 10: Tax issues 14
Note 11: Purchase of Casale S.r.l 14
Note 12: Subsequent events 14
Investor contacts 15

About Aega

Aega ASA is a solar utility company listed on Oslo Axess stock exchange. Aega ASA acquires and operates solar power plants, benefitting from government solar incentives – so called Feed-in-Tariffs. The company currently owns a portfolio of seven solar parks located in Italy, with a combined production capacity of 7MWp or around 9GWh/year. Aega ASA mainly invests in small operating solar parks (below 5MWp capacity), meeting the company's strict investment criteria. The company's next milestone is 20MWp, and to get to this milestone the Company estimates a capital requirement of about EUR 13m. The headquarters are in Oslo (NO) and Trento (IT).

Q2 IN SHORT

  • Record production in Q2, 9.8 per cent over base case production. 10.3 per cent over Q2 production 2016 adjusted for installed capacity. Opex per MWp in line with previous quarters.
  • The net profit is positive EUR 92k for the quarter compared to a loss of EUR 722k in Q2 2016.
  • Aega ASA completed in April 2017 the acquisition of Casale S.r.l., a 1MWp solar PV park located in Emilia-Romagna, Italy

HIGHLIGHTS FROM THE REPORTING PERIOD Operations

Production was 9.8 per cent above the seasonally adjusted base case production for the quarter, due to high irradiation and high performance ratio of 81.5 per cent. In addition, Aega managed to have 99.4 per cent uptime as the newly installed monitoring systems and the increased focus on O&M have decreased response time. Revenues were 11.4 per cent higher than budget, due to both higher production than base case and an increase in the market price of electricity sold in the spot market.

Portfolio Cumulated Production vs. Base Case

Corporate events New plant acquired

21 April 2017 Aega ASA signed a contract to acquire all shares in Casale S.r.l, which owns a 1MWp solar plant in Mercato Saraceno, Emilia-Romagna, Italy, from a group of Italian investors. The acquisition is completed and settlement for the acquisition was made in cash. The accounted revenue will first be recognized from 1 May 2017.

The 1 MW solar PV plant in Mercato Saraceno is fixed ground mounted, has a second conto energia feed in tariff and is six years into its 20-year concession period, and delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target. After the takeover, the solar park has delivered higher production than the base case for the plant.

Outcome tax dispute in Italy

In the second quarter Aega's subsidiaries have won the cases against the tax office related to the tax benefits used in 2012. The two group subsidiaries are now entitled to ask for repayment of about EUR 40k paid in to the tax office regarding the income year 2012.

The tax benefits from 2013 are still disputed with similar merits as the 2012 benefits, hence Aega management expects a ruling in the company's favor. A conclusion is expected within Q1 2018. The residual exposure is now at around EUR 250k down from around EUR 950k in previous quarters.

Contemplated private placement

On 6 June 2017, the extraordinary general meeting of Aega ASA (the "Company") inter alia resolved to increase the share capital of the Company about a contemplated private placement of new shares in the Company to raise gross proceeds of up to NOK 150 million and to grant an authorization to the Board of Directors of the Company to conduct a repair offering about said private placement. The 7 July 2017 the Board of Directors of the Company acknowledges that the Company will not, within the timeframe for such private placement as set out by the extraordinary general meeting, be able to conclude an equity raising within the available time frame, and has resolved to postpone the contemplated private placement (and hence also the potential repair offering).

Outlook

Aega ASA has of today 7MWp installed capacity divided in seven well performing solar PV plants. The next milestone is 20MWp and to get to this milestone the Company estimates a capital requirement of about EUR 13m. The board and management are working actively with different options for raising capital along with other strategic options.

The management team has worked extensively with screening and evaluation of new investment opportunities. Potential investments that meet the company's investment criteria are abundant, and the management team has now identified new short term investments with a total production capacity of 18.8MWp where attractive terms are agreed, and preliminary technical and legal screening have been performed. The equity requirement for acquiring these assets adds up to around EUR 16m. The company does not see investment opportunities as a limiting factor to the company's growth plans.

Aega's guiding for Q3 is a production of 3 168 MWh and a corresponding income of EUR 1 008k. This guiding is based on production and electricity spot price as of 15 August 2017, base case production for the remainder of the period and an electricity price of EUR 40/MWh. For the full year 2017, a production of 9402 MWh and a revenue of EUR 3.080k is expected based on the same forecasting principles.

Key figures

(EUR 000') Q2 2017 Q2 2016
Electricity production (MWh) 3 094 2 161
Total revenues 1 037 662
Cost operations (89) (54)
Operating profit 948 608
Other costs Italy (31) (27)
EBITDA Operations 917 581
HQ cost and adm. cost (245) (311)
Non recurring (128) (509)
EBITDA 544 (239)
Net profit 92 (722)
Quarterly yield solar parks 1 5.22% 3.86%
Total Assets 22 853 20 141
Equity (%) 36% 34%
Net interest bearing debt 11 621 10 576
(0.0032) (0.0279)
2.00 3.25
0.000 0.08
0.00% 2.31%

1 = EBITDA Operations/Power plant and equipment

2 = Total comprehensive income/ Average number of shares

FINANCIAL REVIEW

In Q2 2017 Aega ASA had 7MWp installed capacity compared to 5MWp in Q2 2016. This should be taken into consideration when comparing the quarters.

Total revenues in Q2 2017 were EUR 1036k compared to EUR 662k in the same period last year. The total power production was 3 094MWh, which is 9.8 per cent higher than the seasonally adjusted base case production of 2 818MWh.

Cost of operations in Q2 2017 were EUR 89k compared to EUR 53k in the same period last year. Going forward the company aims to have a cost of operations of roughly EUR 88k per quarter assuming a portfolio of 7MWp or EUR 50k/MWp/year. The company's non-recurring costs/income where negative EUR 128k due to due diligence, tax consulting and work with private placement.

Net financial income was negative EUR 138k in Q2 2017, compared to negative EUR 245k in Q2 2016. Pre-tax profit was positive EUR 92k in Q2 2017 and the tax was EUR 0k, resulting in a net profit of EUR 92k in the quarter compared to a loss of EUR 722k in Q2 2016.

Earnings per share (EPS) was EUR 0.003 in Q2 2017, compared to a loss of EUR -0.0280 per share in the same period last year.

The assets on the balance sheet consist of the portfolio of seven individual solar parks in Italy, a goodwill post regarding the Solex transaction, receivables and cash bank deposits. The solar parks are financed with bank loans or leasing finance, where the assets of the parks are registered as security. The parks are held in separate single purpose companies (SPVs), and each company has separate loan financing (ring fenced).

The company had cash and short term deposits of EUR 682k at the end of Q2 2017 compared to EUR 688k at year end.

Comments on remaining financial investments

Aega ASA has sold its last shares in Wilson ASA and subsequently has no more financial investments. The cash effect of the sale were close to zero, due to legal fees as specified in earlier quarterly reports.

AEGA PORTFOLIO AS OF Q2 2017

Photo-Volt One Srl

Plant Name: Montalto
Company: Photo-Volt One Srl
Municipality: Montalto di Castro
Council: Lazio
Power (kWp): 997.5
Connection date: 12 August 2011
Type Ground mounted
Feed-in tariff (€/KWh): 0.242
Plant Name: DT
Company: DT Srl
Municipality: Terni
Council: Umbria
Power (kWp): 995.22
Connection date: 8 April 2011
Type Ground mounted
Feed-in tariff (€/KWh): 0.318

Collesanto Srl

Plant Name: Porchiano
Company: Collesanto Srl
Municipality: Amelia
Council: Umbria
Power (kWp): 997.6
Connection date: 29 April 2011
Type Ground mounted
Feed-in tariff (€/KWh): 0.318

Collesanto Srl

Plant Name: Collesanto Narni
Company: Collesanto Srl
Municipality: Narni
Council: Umbria
Power (kWp): 990
Connection date: 11 January 2011
Type Ground mounted
Feed-in tariff (€/KWh): 0.318

JER-12 Srl

Piano Mulino Srl

Plant Name: Magnacavallo
Company: Jer-12 Srl
Municipality: Magnacavallo
Council: Lombardia
Power (kWp): 992.64
Connection date: 28 June 2012
Type Ground mounted
Feed-in tariff (€/KWh): 0.167
Plant Name: Piano Mulino
Company: Piano Mulino Srl
Municipality: Casoli
Council: Abruzzo
Power (kWp): 999.58
Connection date: 30 December 2009
Type Ground mounted
Feed-in tariff (€/KWh): 0.292

Casale Srl

Plant Name: Casale
Company: Casale Srl
Municipality: Mercato Saraceno
Council: Emilia-Romagna
Power (kWp): 999.58
Connection date: 30 December 2009
Type Ground mounted
Feed-in tariff (€/KWh): 0.295

Financials

Profit and loss

(EUR) Note Q2 2017 Q2 2016 1H 2017 1H 2016 FY 2016
Feed-In Tariff revenue 1, 6 895 631 602 257 1 368 301 928 710 2 078 247
Sales of electricity 1, 6 139 116 59 456 233 351 122 573 314 270
Other revenue 2 051 - 2 051 - 93 863
Revenues 1, 6 1 036 798 661 712 1 603 703 1 051 283 2 486 380
Cost of operations 2 (88 784) (53 852) (161 127) (113 012) (358 516)
Sales, general and administration expenses 2 (275 962) (338 196) (633 858) (629 848) (1 176 135)
Acquisition and transaction costs 2 (128 403) (508 519) (252 187) (1 145 894) (1 141 020)
EBITDA 543 649 (238 855) 556 532 (837 471) (189 293)
Depreciation, amortizations and write downs 3 (314 020) (202 682) (617 019) (405 315) (975 720)
Other Operating profit before OGL (EBIT) 229 630 (441 537) (60 487) (1 242 786) (1 165 013)
Finance income 5 288 (253) 7 034 109 2 246
Finance costs 8 (159 960) (113 053) (257 173) (186 474) (577 983)
Mark to market adjustment derivatives 8 9 901 (78 015) 17 897 (100 248) 45 950
Net foreign exchange gain/(losses) 7 142 (53 721) 6 681 (54 138) (70 229)
Profit before income tax 92 000 (686 579) (286 048) (1 583 536) (1 765 029)
Income tax gain/(expense) (13) (35 624) 21 820 (36 317) (106 249)
Profit/(loss) for the period 91 988 (722 204) (264 228) (1 619 853) (1 871 278)
Other comprehensive income
Currency translation differences 48 983 (120 424) 97 987 1 663 93 738
Other comprehensive income net of tax 48 983 (120 424) 97 987 1 663 93 738
Total comprehensive income 140 970 (842 628) (166 242) (1 618 190) (1 777 541)
Profit for the period attributable to:
Equity holders of the parent company 91 988 (722 204) (264 228) (1 619 853) (1 871 278)
Total comprehensive income attributable to:
Equity holders of the parent company 140 970 (842 628) (166 242) (1 618 190) (1 777 541)
Earnings per share 0.00321 (0.028) 0.00 (0.06) (0.06)
Avg. no of shares 9 43 882 141 30 203 849 43 882 141 26 266 945 31 078 951

Balance sheet

(EUR) Note 30 Jun 2017 30 Mar 2017 31 Dec 2016
ASSETS
Property, plant and equipment 3 17 577 097 14 875 700 15 168 954
Intangibles and DTA 427 020 596 239 635 776
Goodwill 2 121 206 1 883 684 -
Other long term assets - - -
Non-current assets 20 125 323 17 355 623 15 804 730
Receivables 7 1 523 768 1 111 085 1 104 031
Other current assets 7 522 269 796 872 1 039 077
Cash and short term deposits 5 681 556 1 462 192 688 066
Current assets 2 727 593 3 370 149 2 831 174
TOTAL ASSETS 22 852 916 20 725 771 18 635 904
EQUITY AND LIABILITIES
Share capital 9 4 786 290 4 786 290 3 950 008
Share premium 9 8 015 782 8 329 427 6 524 409
Paid in capital 12 802 072 13 115 717 10 474 417
Accumulated profit & loss (4 893 965) (5 003 098) (4 737 873)
Other equity - - -
Foreign Currency translation reserve 430 771 381 788 332 784
Other equity (4 463 195) (4 621 311) (4 405 089)
Total equity 8 338 877 8 494 407 6 069 327
Long term loans 8 2 960 733 2 978 993 3 019 563
Leasing 8 8 660 307 7 025 567 7 182 426
Other long term debt 8 - - -
Total non-current liabilities 11 621 040 10 004 561 10 201 990
Trade payables and other payables 904 558 501 203 629 451
Short term financing - interest bearing 1 122 393 964 895 963 660
Derivative financial instruments 866 048 760 707 771 477
Other current liabilities - - -
Total current liabilities 2 892 999 2 226 804 2 364 588
Total liabilities 14 514 039 12 231 365 12 566 578
TOTAL EQUITY AND LIABILITIES 22 852 916 20 725 771 18 635 905

Cash flow

(EUR) Note Q2 2017 Q2 2016 FY 2016
Ordinary profit before tax 92 000 (686 579) (1 765 029)
Paid income taxes - - (138 341)
Depreciation 3 617 019 202 682 975 720
Changes in trade receivables and trade payable (87 550) (319 642) (536 670)
Changes in other accruals (492 864) 628 596 (8 995)
Cash flow from operations 128 605 (174 943) (1 473 315)
Acquisition net of cash acquired (854 640) (1 200 458) (1 106 449)
Cash flow from investments (854 640) (1 200 458) (1 106 449)
Proceeds from issue of share capital - 2 530 961 3 148 217
Dividends or shareholder distributions
Repayment of loans
-
(152 587)
(220 629)
(131 329)
(732 091)
(629 553)
Cash flow from financing (152 587) 2 179 004 1 786 574
Cash at beginning of period 1 462 192 944 141 1 387 519
Net currency translation effect 97 987 (120 424) 93 738
Net increase/(decrease) in cash and cash equivalents (878 622) 803 603 (793 191)
Cash at end of period 681 556 1 627 320 688 066

Change in equity

(EUR) Share
capital
Share
premium fund
Other
equity
Foreign Currency
translation reserve
Total
equity
Equity 2016 3 950 008 6 524 408 (4 737 873) 332 784 6 069 327
Share issue 3 January 2017 498 749 1 129 951 1 628 700
Share issue asset purchase 337 534 675 068 90 990 1 103 591
Profit (loss) After tax (264 228) (264 228)
Other comprehensive income (313 645) 17 146 97 987 (198 512)
Equity 30 June 2017 4 786 290 8 015 782 (4 893 965) 430 770 8 338 877
(EUR) Share
capital
Share
premium fund
Other
equity
Foreign Currency
translation reserve
Total
equity
Equity 2015 60 442 4 829 919 (387 621) 239 046 4 741 786
Share issue Aega Yieldco 7 January 2016 4 710 562 342 567 052
Acqusition NOFIN, inc. Increase denomination 2 969 549 198 380 (2 478 974) 688 955
Dividends or distribution to shareholders (732 091) (732 091)
Capital increase 30 June 2016 915 307 1 665 859 2 581 166
Profit (loss) After tax (1 871 278) (1 871 278)
Other comprehensive income 93 738 93 738
Other -
Equity 2016 3 950 008 6 524 408 (4 737 873) 332 784 6 069 327

Notes

Note 1: Summary of significant accounting policies

Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Oscars gate 52, NO-0258 Oslo, Norway. Aega Energy Prima AS was the first company in the group, and was founded on 28 April 2014. Aega ASA owns and operates seven photovoltaic power plants in Italy, and has as its business to invest in photovoltaic power plants in Italy.

Basis for preparation of the interim financial statement

These condensed interim consolidated financial statements are prepared in accordance with recognition, measurement and presentation principles consistent with International Financing Reporting Standards as adopted by the European Union ("IFRS") for interim reporting under International Accounting Standard ("IAS") 34 Interim Financial Reporting. These condensed interim consolidated financial statements are unaudited.

The group's presentation currency is the Euro (EUR) and the parent company's functional currency is the Norwegian Krone (NOK). Balance sheet items in the group companies with a functional currency other than EUR are converted to EUR by applying the currency rate applicable on the balance sheet date. Currency translation differences are booked against other comprehensive income. Income statement items are converted by applying the average currency rate for the period. The interim financial report is prepared under the assumption of going concern.

We refer to the annual report of 2016 for a full overview of the accounting principles applied by Aega ASA.

Key risk factors

There has not been any significant change in the risk exposures or the risks and uncertainties described in the Q2 report.

Note 3: Property plant and equipment

Note 2: Operational cost breakdown

(EUR) 1H 2017 1H 2016 FY 2016
Revenues 1 603 703 1 051 283 2 486 380
Cost of operations (161 127) (113 012) (358 516)
Land rent - (3 500) (7 000)
Insurance (31 737) (20 263) (53 934)
Operation & Maintenance (53 389) (67 500) (195 262)
Other operations costs (76 002) (21 749) (102 321)
Sales, General & Administration (633 858) (629 848) (1 176 135)
Accounting, audit & legal fees (103 725) (76 447) (99 761)
IMU tax (5 868) (12 321) (16 847)
AEGA Solar management fee (70 354) (243 772) (466 282)
Other administrative costs (453 910) (276 655) (593 246)
Acquisition & financing cost (252 187) (1 145 894) (1 141 020)
Acquisition transaction costs (149 872) (655 239) (718 527)
Funding & IPO costs (98 495) (374 062) (347 134)
Other non-recurring items (3 820) (116 593) (75 359)
EBITDA 556 532 (837 471) (189 293)
(EUR)
2016 Photo-Volt
One S.r.l
DT S.r.l Collesanto S.r.l JER-12 S.r.l Piano
Mulino S.r.l
Casale S.r.l Other Total
Power plant 31 Dec 2015 1 976 663 2 612 498 6 636 500 1 719 366 - - 272 297 13 217 323
Additions - - - - 2 951 146 - (23 795) 2 927 351
Depreciation (130 738) (174 720) (438 447) (128 198) (103 617) - (975 720)
Value at 31 December 2016 1 845 925 2 437 778 6 198 052 1 591 168 2 847 529 - 248 502 15 168 955

Power plants are depreciated over the feed-in tariff period of 20 years.

2017
One S.r.l
DT S.r.l
Collesanto S.r.l
JER-12 S.r.l
Mulino S.r.l
Casale S.r.l
Other
Power plant 31 Dec 2016
1 845 925
2 437 778
6 198 052
1 591 168
2 847 529
248 502
Additions
-
-
-
-
2 998 384
26 778
Depreciation
(65 281)
(87 360)
(223 242)
(64 099)
(150 112)
(22 107)
(4 818)
3 025 162
(617 019)
15 168 955
(EUR)
Photo-Volt
Piano
Total

Power plants are depreciated over the feed-in tariff period of 20 years.

Note 4: Group structure

SPV structure minimizes financial and operational risk

Note 5: Cash and cash equivalents

(EUR) Q2 2017 2016
Cash Norway 50 865 63 457
Cash Italy 430 691 424 609
Restricted cash Italy 200 000 200 000
Total cash 681 556 688 066

Note 6: Power production

Power production kWh Q2 2017 Q1 2017 YTD 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016 FY 2016
Photo-Volt One S.r.l 465 450 284 699 750 149 225 487 439 642 451 772 253 638 1 370 539
DT S.r.l 451 307 289 792 741 099 225 839 449 667 408 051 245 328 1 328 885
Collesanto S.r.l 942 200 596 726 1 538 926 489 379 944 590 864 215 508 619 2 806 803
JER-12 S.r.l 464 401 268 165 732 566 165 305 464 002 437 307 243 325 1 309 938
Piano Mulino S.r.l 467 523 261 544 729 067 221 388 431 711 - - 653 099
Casale S.r.l 303 579 - 303 579 - - - - -
Total 3 094 460 1 700 927 4 795 387 1 327 398 2 729 611 2 161 345 1 250 910 7 469 264
Base Case 1
Power production kWh
Q2 2017 Q1 2017 YTD 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016 FY 2016
Photo-Volt One S.r.l 393 679 177 619 571 299 173 489 450 498 395 658 178 512 1 198 157
DT S.r.l 411 943 255 316 667 258 222 445 427 174 414 013 256 599 1 320 231
Collesanto S.r.l 854 631 558 619 1 413 251 466 080 902 111 858 926 561 427 2 788 543
JER-12 S.r.l 425 701 149 536 575 237 161 292 429 499 427 840 150 287 1 168 918
Piano Mulino S.r.l 438 125 243 687 681 813 220 738 438 458 - - 659 196
Casale S.r.l 293 900 - 293 900 - - - - -
Total 2 817 980 1 384 777 4 202 757 1 244 045 2 647 739 2 096 437 1 146 824 7 135 045

1 Base case: Historic seasonally adjusted production when acquired. The company estimates that the production is reduced by 0.5 per cent yearly due to degradation of the solar PV modules.

Note 7: Trade receivables and other current assets

Trade receivables are mainly accrued feed-in-tariff. 90 per cent of the feed-intariff on historical production is normally paid within 60 days, whereas surplus actual production is paid in June/July in the following year.

(EUR) 30 Jun 2017 31 Dec 2016
Trade receivables 1 404 427 1 101 915
Tax Outstanding and VAT 485 748 1 002 556
Receivables financial instruments 1 890 175 2 104 471
Prepayments 119 340 2 116
Receivables 2 009 516 2 106 587

Note 8: Financing overview

Financial liabilities: 30 Jun 2017 2016
Secured long term loans 2 960 733 3 019 563
Obligations under finance leases 8 660 307 7 182 426
Trade and other payables 904 558 629 451
Current leasing or loans 1 122 393 963 660
Derivative financial instruments 1 866 048 771 477
Total 14 514 039 12 566 577
Total current 2 892 999 8 355 102
Total non-current 11 621 040 10 201 990
Financal costs 1H 2017 1H 2016 2016
Interest paid on leasing 171 213 108 617 387 764
Interst paid on project finances 85 960 76 045 187 582
Other financial cost - 1 813 2 638
Total finance costs 257 173 186 475 577 983

1 The derivatives financial instruments are interest swap agreements entered to fix the interest rate. Aega ASA has a swap agreement attached to each of the solar power plants, except for one. The swap agreements are marked to market.

Note 9: Shares and shareholder information

AEGA ASA Shares 35 890 957
31 Dec 2016
Aega ASA warrants 2 000 000
AEGA ASA Shares 43 882 141
30 Jun 2017

Warrants:

The warrants are freely tradable non-listed warrants, which each entitles the holder to subscribe for one share in Aega for an exercise price of NOK 3.10 per share. The exercise price for each warrant are adjusted downwards on a NOKfor-NOK basis by any dividend per share paid by Aega in excess of an annual dividend of 7 per cent of NOK 3.10 in the period from 31 January 2017 until the exercise of the warrant.

The Warrants are exercisable during exercise periods lasting for four weeks from the date of publication of Aega's annual financial statements for the financial years 2017, 2018, 2019 and 2020, provided, however, that the last exercise period shall end no later than 30 June 2021. Any unexercised Warrants will expire without any compensation to Solex on 30 June 2021.

Largest 20 shareholders as of 1 August 2017:

Shareholders Shares Percentage
BEARHILL INC AS 3 359 034 7.7%
SOLEX AS 2 815 368 6.4%
HARALDSEN THORVALD MORRIS 1 627 119 3.7%
SÆTREMYR TORE 1 277 694 2.9%
LJM AS 1 134 890 2.6%
MOGER INVEST AS 1 134 890 2.6%
AFT DEVELOPMENT AS 1 060 447 2.4%
SOLETERNUS AS 1 000 447 2.3%
MORO AS 933 667 2.1%
JAN STEINAR NEREM 919 724 2.1%
OLAV VESAAS 877 141 2.0%
PENTHOUSE MIRADORES AS 761 884 1.7%
TORSTEIN SØRLAND 668 890 1.5%
FIN STRØM-RASMUSSEN 666 667 1.5%
RACCOLTA AS 595 840 1.4%
CLEAR THOUGHT AS 551 833 1.3%
BETONGCONSULT EIENDOM AS 551 277 1.3%
JAN P HARTO AS 549 524 1.3%
NYGÅRD ROALD ARNOLD 539 319 1.2%
VIA GLORIA AS 500 000 1.1%
Total 20 largest shareholders 21 525 655 49.1%
Aega ASA outstanding shares 43 882 141 100.0%

Note 10: Tax issues

Tax dispute in Italy

In the second quarter Aega's subsidiaries have won the cases against the tax office related to the tax benefits used in 2012. The two group subsidiaries are now entitled to ask for repayment of about EUR 40k paid in to the tax office regarding the income year 2012.

The tax benefits from 2013 are still disputed with similar merits as the 2012 benefits so Aega management expects a ruling in the company's favor. Outcome is expected within Q1 2018. The residual exposure is now at around EUR 250k down from around EUR 950k in previous quarters.

Tax dispute Norway

Aega has responded to questions received from Norwegian tax authorities regarding the handling of running cost for portfolio management for the period 2012-2014. At the time, the company was a portfolio management company investing mainly in listed securities in the Nordic region. The tax authorities deem that portfolio management costs should be treated as acquisition costs (non-deductible) as opposed to deductible operational costs. The company disagrees with the tax authorities' assessment. Own process cost is booked as they accrue. The company has not made provisions for a potential penalty tax.

VAT registering Norway

Aega ASA has since Q4 been registered in the Norwegian VAT register, the registration application is currently being reviewed by the tax authorities.

Note 11: Purchase of Casale S.r.l

Consideration not allocated -
Paid into escrow (138 920)
Paid for corporate capital at closing (787 214)
Assets identified for acquisition (926 134)
Long term financing (1 922 440)
Derivative agreement (118 119)
Powerplant, equipment and land 2 998 384
Deferred tax (148 457)
Long term positions 809 367
Other current liabilities -
Tax withholdings, public fees, payroll tax, etc. 114 475
Accounts Payable and Accrued Liabilities (78 223)
Inventories, advances to suppliers etc. -
Receivables 9 021
Cash, bank & securities 71 494
Current assets & liabilities 116 767
(unaudited figures) Acquisition
EUR recognised on
Fair value

Acquisition of Casale S.r.l

Aega ASA acquired Casale S.r.l in its entirety on 21 April 2017. The acquisition amount was EUR 926k for the corporate capital. The payment for the corporate capital was divided in to payments EUR 787k at closing and EUR 139k was paid into escrow.

Note 12: Subsequent events

The 7 July 2017 the Board of Directors of the Company acknowledges that the Company will not, within the timeframe for such private placement as set out by the extraordinary general meeting, be able to conclude an equity raising within the available time frame, and has resolved to postpone the contemplated private placement (and hence also the potential repair offering).

Investor contacts

Rolf M Normann Chief Executive Officer

Mobile: +47 91344134 E-mail: [email protected]

Markus H Enge Chief Financial Officer

Mobile: +47 40064820 E-mail: [email protected]

Aega ASA Oscars gate 52 N-0258 Oslo Norway

Web: www.aega.no