Nordic Financials ASA — M&A Activity 2019

Oct 3, 2019

Detailed Stock Exchange Announcement

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

Aega ASA (Aega) has entered a preliminary share purchase agreement with Produzioni Fotovoltaiche Cori Srl., to buy a 1 MWp solar park in Cori, Latina. Aega estimates that the final signing of the transaction will take place on or before 15 October 2019. Both parties can still withdraw from the deal, however, it will trigger a compensation clause.

1. The Transaction and consideration

Aega ASA (Aega) has on 30 September 2019 signed a contract to acquire all shares in Produzioni Energia Cori S.r.l, which owns a 1 MW solar plant in Cori, Latina, Italy, from the builders of the solar park. The acquisition is expected to be completed and settlement for the acquisition is expected to be done on or before 15 October 2019. Aega's funding of the project will be through existing cash, EUR 420 000 is to be paid for the equity and EUR 160 000 for the net working capital. Aega will assume the debt obligations in the target.

2. Description of the business to which the Transaction applies

The 1 MW solar park in Cori is a single axis tracker, has a second conto energia feed-in tariff and is ten 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 the Chairman of the group Mr. Halldor Tjoflaat has been appointed CEO and constitute the Board of Directors in Produzioni Energia Cori S.r.l. There are no employees in the acquired company.

Key figures

As Produzioni Energia Cori S.r.l is a special purpose company established in May 2018 through a transformation, there is only one annual report available for May 2018 until December 2018. The key figures below are estimates for the current year.

	2019E**	2018*
Operating revenue	€ 530 000	€ 350 376
Operating result (EBITDA)	€ 460 000	€ 257 076
Debt outstanding end of year	€ 3 341 057	€ 3 527 721
Total assets	€ 3 782 731	€ 4 131 925

*2018 from May to December

** 2019 Estimates based on numbers as of June and budget.

The revenue and EBITDA contribution from Produzioni Energia Cori Srl in 2019 to AEGA ASA's Revenue and the operating result is estimated to be around 16% of the numbers indicated above since the plant is acquired with effect from Q4 2019. The interest on the loan if approximately 3M EURIBOR + a spread of 1,35%.

There are no significant off-balance assets or liabilities.

3. The significance of the Transaction to the Aega

Through this transaction, Aega shows in-capability to find attractive assets in Italy, this is the first purchase after the portfolio sale in August.

Aega has the infrastructure and partners to quickly get this plant optimized and will continue to look opportunistic on further acquisitions.

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

Nothing to note.

***

About Aega

Aega ASA is a solar utility company acquiring and operating solar power plants. The company recently sold portfolio of eight individual solar parks in Italy and is now rebuilding its solar portfolio. The company focuses on acquisitions of smaller existing and operating solar parks (below 5MW capacity), meeting strict investment criteria defined by the company. Aega has its operating offices in Oslo, Norway, and Trento, Italy. The company's shares are listed on Oslo Axess.