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Nordic Financials ASA M&A Activity 2016

Jun 29, 2016

3521_rns_2016-06-29_734f3f6c-49df-4425-8c86-8f20bf20efb4.pdf

M&A Activity

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Detailed Stock Exchange Announcement

This is a detailed announcement under section 3.4 of the "Continuing obligations of stock exchange listed companies".

Reference is made to the Stock Exchange release of 27 June 2016. Aega ASA has entered into a share purchase agreement from Italian solar industry player Solis SpA, which represent an increase of more than 5% of assets of Aega ASA compared to total assets reported for 1Q 2016.

1 The Transaction

Aega ASA (Aega) has on 24 June 2016 signed a contract to acquire all shares in Piano Molino Srl, which owns a 1 MW solar plant in Casoli, Abruzzo, Italy, from Italian solar industry player Solis SpA. The acquisition is completed and settlement for the acquisition was made in cash.

2 Description of the business to which the Transaction applies

The 1 MW solar park in Casoli is fixed ground mounted, holds a top level concession, 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 acquisition Mr Lars Dysterud Hansen of the management company Aega Solar AS will be appointed CEO and constitute the Board of Directors in Piano Molino Srl. The management of the solar park will be performed by Aega Solar AS in accordance with the management agreement between Aega ASA and Aega Solar AS. Piano Molino Srl have no employees.

Key figures

As Piano Molino Srl is a special purpose company established in 2016, there are no historical financial reports for this company. The key figures below are estimates for the current year.

2016E
Operating revenue EUR 441 375
Operating result (EBITDA) EUR 395 270
Debt outstanding as of 1 January 2016 EUR 1 681 197
Enterprise value EUR 2 881 197

The revenue and EBITDA contribution from Piano Molino Srl in 2016 to AEGA ASA's Financial statement is estimated to be around half of the numbers indicated above, since the plant is acquired on 24 June 2016.

There are no significant off balance assets or liabilities.

  1. The significance of the Transaction to the Aega

Through this transaction, Aega increases its total production capacity from 5 MW to 6 MW.

Aega is working towards an objective of reaching 50 MW production capacity by the end of 2017, and the acquisition is an important step toward fulfilling Aega's growth strategy.

  1. Agreements for the benefit of executive management or board members in connection with the Transaction

There are no agreements, existing or contemplated, in connection with the Transaction that involve benefits for executive management or board members in Aega ASA or Piano Molino Srl.

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About Aega

Aega ASA is a solar utility company acquiring and operating solar power plants. The company currently owns a portfolio of five individual solar parks in Italy with a combined production capacity of 6MW. The company focuses on acquisitions of smaller existing and operating solar parks (below 5MW capacity), meeting strict investment criteria defined by the company. It targets to reach a total production capacity of 50MW by the end of 2017 and intends to take advantage of the current attractive market for secondary solar parks. The company has its operating offices in Oslo, Norway, and Trento, Italy. The company's shares are listed on Oslo Axess.