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Nordic Financials ASA — Interim / Quarterly Report 2019
Aug 30, 2019
3521_rns_2019-08-30_b4b33ea1-0bea-4908-b6a1-433f5444770b.pdf
Interim / Quarterly Report
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Aega ASA Q2 REPORT – 2019
Contents
| About Aega | 3 | |
|---|---|---|
| CEO letter | 4 | |
| Second quarter report | 5 | |
| Second quarter in brief | 5 | |
| Highlights from the reporting period | 5 | |
| Financial review | 5 | |
| Portfolio sold | 6 | |
| Financial statement | 8 | |
| Profit and loss | 9 | |
| Balance sheet | 10 | |
| Cash flow | 11 | |
| Change in equity | 12 | |
| Notes | 13 | |
| Note 1: | Summary of significant accounting policies | 13 |
| Note 2: | Breakdown of operational costs | 13 |
| Note 3: | Breakdown assets and liabilities in discontinued business | 13 |
| Note 4: | Group structure | 14 |
| Note 5: | Cash and cash equivalents | 14 |
| Note 6: | Power generation | 14 |
| Note 7: | Shares and shareholder information | 15 |
| Note 8: | Tax issues | 15 |
| Note 9: | Profit and loss statement | 16 |
| Note 10: Subsequent events | 16 | |
| Responsibility statement | 17 | |
| Investor contact | 18 |
About Aega
Aega ASA is a solar utility company listed on the Oslo Axess exchange. It acquires and operates solar power plants, benefitting from government incentives in the form of feed-in tariffs. The company recently sold a portfolio of eight solar parks located in Italy, with a combined generating capacity of about 8MWp or around 10GWh per year. Aega ASA invests mainly in small operating solar parks (below 5MWp capacity) which meet its strict investment criteria. The company's head offices are in Oslo (NO) and Trento (IT).

CEO letter
On 6 August 2019 Aega ASA (the "Company" or "Aega") completed its sale of all its solar parks to Italia T1 Roncolo S.r.l (the Buyer), a subsidiary of Mareccio Energia ("Mareccio"). Aega received EUR 9.46 million and EUR 0.55 million was paid into an escrow account.
Due to the transaction, the accounts are presented in accordance with IFRS 5, hence the continued business (Aega ASA, Aega Management AS and Aega Yieldco) are the only companies included in the profit and loss of continued business , while discontinued business (that will be transferred to the Buyer through the expected transaction), is presented on a separate line as "Profit/loss from discontinued business". In Q3 the transaction gain will be accounted since it occurred after the end of Q2.
The transaction involves a takeover by Mareccio of all of Aega's Italian subsidiary companies and their respective solar power plants. A total of eight solar power plants in Italy, with a combined production capacity of 8 MW, are part of the transaction.
The total enterprise value as of the cut-off date (30 June 2018) was EUR 22.6 million and an equity value of EUR 10.6 million. Since 30 June 2018 Aega ASA has taken out more than EUR 0.6 million in dividends and shareholder loan repayments. Due to these payments and other adjustments in the agreement, Aega consideration is EUR 9.96 million where EUR 550 000 of the consideration will be paid into escrow mainly related to a specific tax issue.
Proposed extraordinary dividend payment
In the second quarter 2018 report, Aega's board of directors announced two new key objectives for the Company:
-
- Be in a position to reinstate dividends before the annual general meeting in 2019
-
- Use the structure already in place and try to grow opportunities
"With the sale of our eight solar parks in Italy we are delivering on the first objective. The board has now proposed and the company has paid an extraordinary capital repayment of NOK 0.20 per share. The Company will now focus on the second objective, we have already an attractive pipeline of projects, however, its important that we keep buying the right projects.The board of directors has concluded that the strategy of the Company stays firm and that this transaction demonstrates the value of the infrastructure and experience of the team." says Halldor Christen Tjoflaat, chairman of the board in Aega.
Markus H Enge Chief Executive Officer

Second quarter report
SECOND QUARTER IN BRIEF
- Q2 in Italy had irradiation below average compared to previous years. For the quarter the solar irradiation in northern Italy below the historic average, resulting in an output 3.7 per cent below budget and 4.5 per cent below the same period of last year when adjusted for installed capacity. Opex for the discontinued business was below budget mainly due to renegotiations of O&M contracts done in 2018.
- The lower solar irradiation and about 40 000 in costs related to the transaction decreased the result from last year. The net profit for the continued and discontinued business for the quarter was 105 000 compared to 201 000 one year previous. For the continued business the net result was a loss of 148 000 compared to a loss of 132 000 in Q2 2018. Mainly due to extraordinary costs related to the transaction mentioned in the CEO letter.
- All warrants due in 2019 has been exercised increasing the share capital with NOK 400 000.
- As reported in previous quarters two of Aega's subsidiaries had been involved in a tax case against the Italian tax office. The SPV's now won in the second instance, as it did in the first instance for one income year and tax office has not appealed other income years. The tax office have appealed the rulings to the supreme court. Timing of the hearings in the supreme court are uncertain.
HIGHLIGHTS FROM THE REPORTING PERIOD Operations
Output was 9.2 per cent above seasonally adjusted base-case generation at 30 June 2019 owing to high irradiation in the first quarter of 2019 and close to zero downtime. Revenues for discontinued operations were 9.2 per cent above budget. The market price for electricity has been at an average of EUR 55 per MWh versus the budgeted level of EUR 50 per MWh.
Outlook
The company does not see investment opportunities as a limiting factor for the company's growth plans, and will continue to screen and evaluate new prospects. At the present Aega has started due diligence on two 1 MWp solar parks and have another 10MWp in immediate pipeline.
FINANCIAL REVIEW
Total revenues for the continued business was 0 in the quarter as it was in Q2 2018. The discontinued operations had revenues of 942 000 in the first quarter of 2019, compared with EUR 1 106 000 in the same period of last year. Total power generation was 3 035MWh, down by 3.7 per cent from seasonally adjusted base-case output of 3 153MWh.
Operating costs for the continued business was 0 as it was in the same quarter of last year. For the discontinued business the second quarter of 2019 were EUR 69 000, compared with EUR 88 000 in the same period of last year. The reduction is due renegotiation of operational contracts done in 2018.
The company's non-recurring expenses came to EUR 39 000 in the second quarter this is mainly related to the sale process of the Italian portfolio.
The balance sheet assets in the continued business is quite limited, mainly cash and some payables. The assets held for sale comprise of the portfolio of eight solar parks in Italy , receivables mainly from the GSE, VAT credits and cash in bank. The solar parks are financed by bank loans or leasing, where the assets of the parks are registered as collateral. The parks are held in separate single purpose companies (SPVs), each of which has separate loan financing (ring fenced).
Portfolio Cumulated production vs. Base case

PORTFOLIO SOLD
Photo-Volt One Srl

DT 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

| 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 |
Piano Mulino Srl

| 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 |
Solar Park Luino Srl

| Plant Name: | Luino |
|---|---|
| Company: | Solar Park Luino Srl |
| Municipality: | Varese |
| Council: | Lombardy |
| Power (kWp): | 800.64 |
| Connection date: | 30 April 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): | 0.322 |
Financial statement
Please note that all of Aega's Italian subsidiaries are classified as discontinued business, due to the sale agreement signed 24 May 2019 and completed on 6 August 2019. The continued business consists of Aega ASA, Aega Yieldco AS and Aega Management AS, mainly the Board of directors, two employees, infrastructure to manage solar power plants and pipeline of new investment possibilities. In the Profit and loss, balance sheet etc. we have separated out the discontinued business also for previous reporting periods.
| Profit and loss | 9 |
|---|---|
| Balance sheet | 10 |
| Cash flow | 11 |
| Change in equity | 12 |
| Notes | 13 |
| Note 1: Summary of significant accounting policies | 13 |
| Note 2: Breakdown of operational costs | 13 |
| Note 3: Breakdown assets and liabilities in discontinued business | 13 |
| Note 4: Group structure | 14 |
| Note 5: Cash and cash equivalents | 14 |
| Note 6: Power generation | 14 |
| Note 7: Shares and shareholder information | 15 |
| Note 8: Tax issues | 15 |
| Note 9: Profit and loss statement | 16 |
| Note 10: Subsequent events | 16 |
| Responsibility statement | 17 |
Profit and loss
Continued operations
| (EUR) | Note | Q2 2019 | Q2 2018 | H1 2019 | H1 2018 | FY 2018 |
|---|---|---|---|---|---|---|
| Feed-In tariff revenue | 3, 6 | - | - | - | - | - |
| Sales of electricity | 3, 6 | - | - | - | - | - |
| Other revenue | 3, 6 | - | - | - | - | 500 |
| Revenues | 3, 6 | - | - | - | - | 500 |
| Operating costs | 3 | - | - | - | - | - |
| Sales, general and administrative expenses | 3 | (110 564) | (128 514) | (276 433) | (293 676) | (563 183) |
| Acquisition and transaction costs | 3 | (38 571) | (7 127) | (80 562) | (28 890) | (129 678) |
| EBITDA | (149 134) | (135 641) | (356 995) | (322 566) | (692 361) | |
| Depreciation, amortisations and write downs | 3 | - | - | - | - | (190) |
| Other operating profit before OGL (EBIT) | (149 134) | (135 641) | (356 995) | (322 566) | (692 551) | |
| Finance income | 78 | 62 | 105 | 112 | 290 | |
| Finance costs | - | 9 845 | - | - | (11 096) | |
| Mark to market adjustment derivatives | - | - | - | - | - | |
| Net foreign exchange gain/(losses) | 752 | (7 226) | (9 620) | (9 974) | (14 040) | |
| Profit before income tax | (148 305) | (132 959) | (366 510) | (332 428) | (717 397) | |
| Income tax gain/(expense) | 8 | - | - | - | - | - |
| Profit/(loss) Continued operations | (148 305) | (132 959) | (366 510) | (332 428) | (717 397) |
| Discontinued operations | ||||||
|---|---|---|---|---|---|---|
| (EUR) | Note | Q2 2019 | Q2 2018 | H1 2019 | H1 2018 | FY 2018 |
| Profit/loss from discontinued operations | 3, 6 | 260 489 | 334 331 | 463 393 | 277 444 | 560 565 |
| Profit/loss for the period | 112 184 | 201 371 | 96 883 | (54 984) | (156 832) |
Other comprehensive income
| (EUR) | Note | Q2 2019 | Q2 2018 | H1 2019 | H1 2018 | FY 2018 |
|---|---|---|---|---|---|---|
| Currency translation differences | 293 521 | 172 309 | 130 685 | 210 947 | 301 926 | |
| Other comprehensive income net of tax | 293 521 | 172 309 | 130 685 | 210 947 | 301 926 | |
| Total comprehensive income | 405 705 | 373 681 | 227 568 | 155 963 | 145 094 | |
| Profit for the period attributable to: | ||||||
| Equity holders of the parent company | 405 705 | 373 681 | 227 568 | 155 963 | 145 094 | |
| Total comprehensive income attributable to: | ||||||
| Equity holders of the parent company | 405 705 | 373 681 | 227 568 | 155 963 | 145 094 | |
| Earnings per share | 0.008 | 0.008 | 0.005 | 0.004 | 0.003 | |
| Avgerage no of shares | 7 | 48 020 893 | 44 526 111 | 47 998 421 | 43 533 876 | 46 090 037 |
Balance sheet
| (EUR) | Note | 30 Jun 2019 | 31 Dec 2018 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | - | - | |
| Receivables | 15 474 | (504) | |
| Other current assets | - | - | |
| Cash and short-term deposits | 5 | 76 497 | 60 088 |
| Assets held for sale | 3 | 21 142 819 | 21 709 116 |
| Current assets | 21 234 790 | 21 768 699 | |
| TOTAL ASSETS | 21 234 790 | 21 768 699 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 7 | 5 296 077 | 5 255 029 |
| Share premium | 7 | 7 965 351 | 8 208 942 |
| Paid-in capital | 13 261 428 | 13 463 970 | |
| Accumulated profit and loss | (7 020 318) | (6 897 327) | |
| Other equity | (19 738) | (19 809) | |
| Foreign currency translation reserve | 685 040 | 554 355 | |
| Other equity | (6 355 016) | (6 362 781) | |
| Total equity | 6 906 413 | 7 101 189 | |
| Total non-current liabilities | - | - | |
| Trade payables and other payables | 84 951 | 104 802 | |
| Other current liabilities | 7 337 | 1 568 | |
| Liabilities held for sale | 3 | 14 236 090 | 14 561 141 |
| Total current liabilities | 14 328 378 | 14 667 511 | |
| Total liabilities | 14 328 378 | 14 667 511 | |
| TOTAL EQUITY AND LIABILITIES | 21 234 790 | 21 768 700 |
Oslo, 30 June 2019
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge Chief Executive Officer
Cash flow
| (EUR) | Note | Q2 2019 | Q2 2018 | 2018 |
|---|---|---|---|---|
| Profit before tax continued business | 2 | (148 305) | 290 907 | (717 397) |
| Ordinary profit before tax | 2 | - | - | 878 134 |
| Paid income taxes | - | 369 196 | - | |
| Depreciation | 339 576 | - | 1 361 009 | |
| Changes in trade receivables and payables | (87 843) | (682 812) | (441 806) | |
| Changes in other accruals | 268 349 | (486 364) | 406 234 | |
| Cash flow from operations | 371 777 | (509 073) | 1 486 174 | |
| Acquisition net of cash acquired | - | - | (260 108) | |
| Cash flow from investments | - | - | (260 108) | |
| Proceeds from issue of share capital | 41 048 | - | 385 049 | |
| Dividends or shareholder distributions | - | - | - | |
| Proceed from loan | - | - | - | |
| Repayment of loans | (269 924) | (152 587) | (1 152 174) | |
| Cash flow from financing | (228 876) | (152 587) | (767 125) | |
| Cash at beginning of period | 855 081 | 1 462 192 | 717 030 | |
| Net currency translation effect | - | 97 987 | - | |
| Net increase/(decrease) in cash and cash equivalents | 142 901 | (878 622) | 458 941 | |
| Locked cash | 200 000 | 200 000 | 200 000 | |
| Cash at end of period | 997 982 | 681 556 | 975 971 |
Change in equity
| (EUR) | Share capital |
Share premium fund |
Other equity |
Foreign currency translation reserve |
Total equity |
|---|---|---|---|---|---|
| Equity 2018 | 5 255 029 | 8 208 942 | (6 917 136) | 554 355 | 7 101 189 |
| Profit (loss) after tax | - | - | (366 510) | - | (366 510) |
| Other comprehensive income | - | - | - | 130 685 | 130 685 |
| Capital increase | 41 048 | - | - | - | 41 048 |
| Adjustment | - | (243 591) | 243 591 | - | - |
| Equity 30 June 2019 | 5 296 077 | 7 965 351 | (7 040 055) | 685 040 | 6 906 412 |
| equity |
|---|
| 6 229 582 |
| 432 082 |
| 301 926 |
| 156 832 |
| (19 233) |
| 7 101 189 |
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 Thunes vei 2, NO-0274 Oslo, Norway. Aega Energy Prima AS was the first company in the group, founded on 28 April 2014. Aega ASA owns and operates eight photovoltaic power plants in Italy which Aega agreed to sell in May 2019, and its business is to invest in photovoltaic power plants in Italy.
Basis for preparing the interim financial statements
These condensed interim consolidated financial statements are prepared in accordance with recognition, measurement and presentation principles consistent with the International Financing Reporting Standards (IFRS) as adopted by the European Union for interim reporting under the 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 group companies with a functional currency other than the EUR are con-
Note 2: Breakdown of operational costs
Continued business
| (EUR) | H1 2019 | H1 2018 |
|---|---|---|
| Revenues | - | - |
| Operating costs | - | - |
| Land rent | - | - |
| Insurance | - | - |
| Operation and maintenance | - | - |
| Other operating costs | - | - |
| Sales, general & administrative | (316 433) | (293 676) |
| Commercial management | - | - |
| Accounting, audit and legal fees | (39 045) | (83 083) |
| IMU tax | - | - |
| AEGA Solar management fee | - | - |
| Other administrative costs | (277 388) | (210 593) |
| Acquisition and financing cost | (40 562) | (28 890) |
| Acquisition transaction costs | (40 562) | (25 199) |
| Funding and IPO costs | - | (3 691) |
| Other non-recurring items | - | - |
| EBITDA | (356 995) | (322 566) |
verted 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 has been prepared on the assumption that the company is a going concern.
See the 2018 annual report for a full overview of the accounting principles applied by Aega ASA.
Key risk factors
No significant change has occurred in risk exposures or risks and uncertainties as described in the second quarter report, compared with those described in the annual report. However, after the quarter all the solar parks was sold which has changed the risks somewhat. After the sale the main asset in the company is cash held in NOK and EUR, so the currency development of this will change the underlying values, also the currency risk described in the annual report is larger. Also the availability of good solar parks at attractive prices are now more important to the company to be able to secure future returns on capital.
Note 3: Breakdown assets and liabilities in discontinued business
| Assets held for sale | ||
|---|---|---|
| (EUR) | 30 Jun 2019 | 31 Dec 2018 |
| Property, plant and equipment | 16 643 807 | 17 548 323 |
| Other long-term assets | 200 000 | 200 000 |
| Non-current assets | 16 843 807 | 17 748 323 |
| Receivables | 1 483 833 | 1 227 182 |
| Other current assets | 1 893 694 | 1 817 727 |
| Cash and short-term deposits | 921 486 | 915 883 |
| Current assets | 4 299 013 | 3 960 792 |
| Total assets held for sale | 21 142 819 | 21 709 116 |
Liabilities held for sale
| (EUR) | 30 Jun 2019 | 31 Dec 2018 |
|---|---|---|
| Long-term loans | 4 317 767 | 4 473 595 |
| Leasing | 7 182 396 | 7 471 673 |
| Other long-term debt | 319 557 | 272 961 |
| Total non-current liabilities | 11 819 719 | 12 218 229 |
| Trade payables and other payables | 318 080 | 307 962 |
| Short-term financing - interest-bearing | 1 024 896 | 1 079 682 |
| Derivative financial instruments | 861 672 | 758 484 |
| Other current liabilities | 211 722 | 196 783 |
| Total current liabilities | 2 416 371 | 2 342 912 |
| Total liabilities held for sale | 14 236 090 | 14 561 141 |
| Home Contents About Aega CEO letter Quarter report Financial statement Contact | 14/18 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -------------------------------------------------------------------------------------------- | -- | -- | ------- | -- |
Note 4: Group structure 1 2
SPV structure minimizes financial and operational risk

2 As mentioned in the CEO letter and subsequent events Aega has agreed to sell Photo-Volt One S.r.l, DT S.r.l, Piano Mulino S.r.l, Solar Park Luino S.r.l, Collesanto S.r.l, Casale S.r.l and JER-12 S.r.l. This sale was completed on 6 August 2019.
Note 5: Cash and cash equivalents
| (EUR) | H1 2019 | 2018 |
|---|---|---|
| Cash continued operations | 76 497 | 60 088 |
| Cash discontinued operations | 921 486 | 715 883 |
| Locked cash discontinued operations | 200 000 | 200 000 |
| Total cash | 1 197 983 | 975 971 |
Note 6: Power generation
| Power generation kWh | Q2 2019 | Q1 2019 | YTD 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | 2018 |
|---|---|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 393 995 | 304 806 | 698 801 | 216 743 | 363 569 | 418 322 | 247 651 | 2 643 887 |
| DT S.r.l | 384 948 | 304 776 | 689 724 | 226 957 | 434 028 | 408 750 | 228 824 | 2 678 006 |
| Collesanto S.r.l | 804 718 | 623 607 | 1 428 325 | 442 454 | 899 205 | 830 621 | 419 672 | 5 448 602 |
| JER-12 S.r.l | 410 140 | 302 542 | 712 681 | 175 196 | 459 157 | 455 358 | 208 667 | 2 723 740 |
| Piano Mulino S.r.l | 409 314 | 294 257 | 703 571 | 200 046 | 458 520 | 423 378 | 228 574 | 2 717 660 |
| Casale S.r.l | 359 764 | 286 054 | 645 818 | 163 997 | 411 960 | 395 760 | 150 168 | 2 413 522 |
| Solar Park Luino S.r.l | 272 242 | 189 773 | 462 015 | 81 114 | 281 699 | 245 807 | 67 184 | 1 599 833 |
| Total | 3 035 121 | 2 305 815 | 5 340 935 | 1 506 508 | 3 308 138 | 3 177 995 | 1 550 739 20 225 250 | |
| Base Case 1 Power generation kWh |
Q2 2019 | Q1 2019 | YTD 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | 2 018 |
| Photo-Volt One S.r.l | 389 752 | 175 847 | 565 600 | 172 622 | 448 245 | 393 004 | 176 731 | 2 321 801 |
| DT S.r.l | 407 834 | 252 769 | 660 602 | 221 333 | 425 039 | 411 310 | 254 039 | 2 632 925 |
| Collesanto S.r.l | 846 106 | 553 047 | 1 399 153 | 463 750 | 897 600 | 853 366 | 555 826 | 5 568 849 |
| JER-12 S.r.l | 421 455 | 148 044 | 569 499 | 160 485 | 427 351 | 425 098 | 148 788 | 2 300 720 |
| Piano Mulino S.r.l | 433 755 | 241 257 | 675 012 | 219 635 | 436 266 | 437 446 | 242 469 | 2 685 838 |
| Casale S.r.l | 415 642 | 222 470 | 638 112 | 180 493 | 398 597 | 417 731 | 223 588 | 2 496 632 |
| Solar Park Luino S.r.l | 238 779 | 146 263 | 385 042 | 140 988 | 280 047 | 280 805 | 70 393 | 1 542 316 |
| Total | 3 153 323 | 1 739 697 | 4 893 020 | 1 559 305 | 3 313 145 | 3 218 759 | 1 671 834 19 549 083 |
1 Base case: Historical seasonally adjusted output on acquisition. The company estimates that generating capacity declines by 0.5 per cent per annum owing to degradation of the solar PV modules.
Note 7: Shares and shareholder information
| 30 Jun 2019 | |
|---|---|
| Aega ASA Shares | 48 375 949 |
| Aega ASA warrants 1 | 2 000 000 |
| Own shares | 191 332 |
| 31 Dec 2018 | |
| Aega ASA Shares | 47 975 949 |
| Aega ASA warrants 1 | 2 000 000 |
| Aega ASA warrants 2 | 400 000 |
| Own shares | 191 332 |
The own shares have been bought because the Board felt the price of the stock was attractive. The Board plans to in the future to cancel own shares.
Warrants 1
The warrants are freely tradable non-listed warrants, each of which entitles the holder to subscribe for one share in Aega at an exercise price of NOK 3.10 per share. The exercise price for each warrant is adjusted downwards on a NOK-for-NOK basis by any dividend per share paid by Aega in excess of an annual dividend of seven per cent on NOK 3.10 in the period from 31 January 2017 until the exercise of the warrant.
The warrants are exercisable during exercise periods which last for four weeks from the date of publication of Aega's annual financial statements for the 2017, 2018, 2019 and 2020 fiscal years, provided, however, that the last exercise period ends no later than 30 June 2021. Any unexercised warrants will expire without compensation to Solex on 30 June 2021.
Warrants 2
The warrants was freely tradable non-listed warrants, each of which entitles the holder to subscribe for one share in Aega at an exercise price of NOK 1.00 per share. The deadline for exercising the subscription was 14 days after the AGM in 2019. All the warrants was used during Q2, increasing the share capital with NOK 400 000.
Largest 20 shareholders at 30 June 2019
| Shareholders | Shares | Percentage |
|---|---|---|
| BEARHILL INC AS | 3 359 034 | 6.9% |
| AFT DEVELOPMENT AS | 2 250 152 | 4.7% |
| HARALDSEN THORVALD MORRIS | 1 627 119 | 3.4% |
| LJM AS | 1 471 926 | 3.0% |
| PENTHOUSE MIRADORES AS | 1 371 884 | 2.8% |
| SÆTREMYR TORE | 1 277 694 | 2.6% |
| MOGER INVEST AS | 1 134 890 | 2.3% |
| KOLSTAD AS | 1 085 055 | 2.2% |
| JAN STEINAR NEREM | 1 032 069 | 2.1% |
| MORO AS | 933 667 | 1.9% |
| VESAAS OLAV | 877 141 | 1.8% |
| STRØM-RASMUSSEN FINN | 779 012 | 1.6% |
| JAN P HARTO AS | 768 042 | 1.6% |
| FIN SERCK-HANSSEN | 740 780 | 1.5% |
| MAGNOLIA SYSTEM AS | 715 357 | 1.5% |
| RACCOLTA AS | 708 186 | 1.5% |
| TORSTEIN SØLAND | 668 890 | 1.4% |
| KÅRE REIDAR JOHANSEN | 644 722 | 1.3% |
| GN Power Invest AS | 600 000 | 1.2% |
| C - BY - C AS | 593 208 | 1.2% |
| Total 20 largest shareholders | 22 638 828 | 46.7% |
| Aega ASA outstanding shares | 48 375 949 | 100.0% |
Note 8: Tax issues
Tax dispute in Italy
The group is currently involved in a tax dispute with the Italian tax authorities with respect to two of the group's Italian subsidiaries. The Italian tax authorities have claimed repayment from the group of about EUR 1 500 000. The group has disputed this claim in court, and won in the court of first and second instance related to the year 2012. The Italian tax authorities have appealed for the supreme court.
Should the outcome be unfavourable, the group's view is that any liability deriving from the said claims is covered by the warrants provided for in the share purchase agreements signed with the seller of the relevant plants, as the (potential) tax due dates from the period before Aega purchased the assets, and the warrants in the purchase agreements place liability for any tax claims prior to the acquisition solely on the seller. The company has deemed it necessary to pay instalments on the tax claim until a final ruling is made. So far, the group has paid about EUR 120 000 related to this case to the tax authorities.
As mentioned in subsequent event following the transaction the risk is now carried by the Buyer of the solar parks. However, there is an escrow amounting to EUR 550 000 will be held by the Buyer to cover potential future damages.
Note 9: Profit and loss statement
The attached P&L statement shows how the P&L would have been if the sales agreement discussed in the CEO letter was not closed.
| (EUR) | Q2 2019 | Q2 2018 | H1 2019 | H1 2018 | FY 2018 |
|---|---|---|---|---|---|
| Feed-In tariff revenue | 775 374 | 887 039 | 1 488 590 | 1 317 656 | 2 679 309 |
| Sales of electricity | 159 046 | 169 260 | 286 934 | 253 520 | 586 332 |
| Other revenue | 7 970 | 49 702 | 10 169 | 87 911 | 14 208 |
| Revenues | 942 390 | 1 106 001 | 1 785 692 | 1 659 088 | 3 279 849 |
| Operating costs | (68 883) | (87 782) | (113 723) | (207 005) | (355 463) |
| Sales, general and administrative expenses | (167 222) | (174 199) | (364 213) | (377 786) | (748 514) |
| Acquisition and transaction costs | (38 571) | (7 126) | (80 562) | (28 890) | (129 868) |
| EBITDA | 667 714 | 836 894 | 1 227 195 | 1 045 407 | 2 046 005 |
| Depreciation, amortisations and write downs | (339 576) | (369 196) | (767 744) | (721 251) | (1 361 009) |
| Other operating profit before OGL (EBIT) | 328 138 | 467 698 | 459 451 | 324 156 | 684 996 |
| Finance income | 78 | 62 | 105 | 112 | 290 |
| Finance costs | (173 413) | (161 470) | (297 590) | (322 644) | (601 257) |
| Mark to market adjustment derivatives | 1 | 12 885 | (15 421) | 26 918 | 68 544 |
| Net foreign exchange gain/(losses) | 752 | (28 269) | (9 620) | (31 016) | 8 165 |
| Profit before income tax | 155 555 | 290 907 | 136 926 | (2 475) | 160 737 |
| Income tax gain/(expense) | (49 925) | (89 535) | (46 596) | (52 509) | (317 569) |
| Profit/(loss) for the period | 105 630 | 201 372 | 90 330 | (54 984) | (156 832) |
| Other comprehensive income | |||||
| Currency translation differences | 293 521 | 172 309 | 130 685 | 210 947 | 301 926 |
| Other comprehensive income net of tax | 293 521 | 172 309 | 130 685 | 210 947 | 301 926 |
| Total comprehensive income | 399 152 | 373 681 | 221 015 | 155 963 | 145 094 |
| Profit for the period attributable to: | |||||
| Equity holders of the parent company | 105 630 | 201 372 | 90 330 | (54 984) | (156 832) |
Total comprehensive income attributable to:
| 399 152 | 373 681 | 221 015 | 155 963 | 145 094 |
|---|---|---|---|---|
| 0.008 | 0.008 | 0.005 | 0.004 | 0.003 |
| 48 020 893 | 44 526 111 | 47 998 421 | 44 204 126 | 46 090 037 |
Note 10: Subsequent events
On 6 August 2019 Aega ASA (the "Company" or "Aega") completed its sale of all its solar parks to Italia T1 Roncolo S.r.l (the Buyer), a subsidiary of Mareccio Energia ("Mareccio"). completed and Aega received EUR 9.46 million and EUR 0.55 million was paid into an escrow account.
For further information see the CEO letter.
As of the reporting date the Company has no solar parks only cash in the ac-
counts. The Company decided to keep about 30 per cent in NOK and 70 per cent in EUR. This might change going forward.
For further information see the CEO letter.
On 22 August 2019 the board of the Company announced a NOK 0.2 per share extraordinary repayment to be paid on 30 August 2019.
Responsibility statement
We confirm to the best of our knowledge that the condensed set of financial statements for the period 1 January 2019 to 30 June 2019 has been prepared in accordance with the IAS 34 Interim Financial Reporting and gives a true and fair view of the company's assets, liabilities, financial position and results for the period viewed in their entirety, and that the interim report includes a fair review of any significant events which arose during the six-month period and their effect on the half-yearly financial report and any significant related party transactions. The report includes, to the best of our knowledge, a description of the material risks which the board of directors deems at the time of this report might have a significant impact on the financial performance of the company.
Oslo, 30 June 2019
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge Chief Executive Officer
Investor contact
Markus H Enge
Chief Executive Officer
Mobile: +47 40064820 E-mail: [email protected]

Aega ASA Thunes vei 2 N-0274 Oslo Norway