Nordic Financials ASA — M&A Activity 2020

Dec 3, 2020

Preliminary share purchase agreement signed for two solar parks

Preliminary share purchase agreement signed for two solar parks

December 3, 2020 – Further to the stock exchange announcement dated November 16, 2020 when Aega ASA (Aega) announced that the company had signed a mutually binding offer to acquire two solar parks in Italy with a total capacity of 2 MWp (1+1 MWp). Aega has through a wholly owned subsidiary (NORITA INVEST S.r.l.) entered a preliminary share purchase agreement with 3T S.r.l. to buy two 1 MWp solar parks in Sardinia, Italy.

Aega estimates that the final signing of the transaction will take place on or around December 18, 2020. Both parties can still withdraw from the deal, however that would trigger a compensation clause.

Aega has signed a contract to acquire all shares in S.T.A. S.r.l. and Rio Verde S.r.l., each of which owns a 1 MWp solar plant in Sardinia, Italy. Aega’s funding of the purchases will be through existing cash. EUR 1,045,000 is to be paid for the share capital at cut-off date (January 1, 2020). The outstanding senior debt at the same date is equal to EUR 2,484,860.

Both of the 1 MWp solar parks in Sardinia are elevated ground mounted power plants, benefitting from Conto Energia 4. Feed-in tariff end is 14 years from cut-off date for Rio Verde S.r.l., and 13 years from cut-off date for S.T.A. S.r.l., out of their respective 20-year concession period. Both plants are expected to deliver 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 Aega, Mr. Halldor C. Tjoflaat, will be appointed CEO and constitute the board of directors in both S.T.A. S.r.l. and Rio Verde S.r.l..

There are no employees in the acquired companies.

Key figures:

S.T.A. S.r.l. is a special purpose company established in Q1 2012:

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|Euro | 2019| 2018| 2017|

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|Operating revenue | € 318,334| € 297,361| € 383,988|

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|Operating result (EBITDA) | € 172,343| € 141,408| € 227,103 |

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|Debt outstanding end of year | € 1,149,960| € 0| € 0|

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|Total assets | € 4,422,554| € 3,957,700| € 3,135,428|

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Rio Verde S.r.l. is a special purpose company established in Q4 2009:

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|Euro | 2019| 2018| 2017|

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|Operating revenue | € 260,283| € 275,481| € 301,417|

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|Operating result (EBITDA) | € 165,949| € 135,327| € 174,239|

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|Debt outstanding end of year | € 1,334,900| € 0| € 0 |

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|Total assets | € 3,494,091| € 3,170,538| € 2,754,131|

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There are no significant off-balance assets or liabilities.

With the completion of this transaction, Aega will soon own 4 plants and 4 MWp in Italy. It is also worth noting that these two new parks are located close to Villapiana Fotovoltaico S.r.l., a power plant recently acquired and included in Aega’s Italian portfolio of assets. As such, the company will soon have a cluster of 3 parks in Sardinia. Aega has the infrastructure and partners to quickly get the two new plants optimized and continues looking opportunistic on further acquisitions.

ENDS

For further information, please contact Nils Petter Skaset, CEO of Aega ASA, tel: +47 951 88 154, e-mail: ceo@aega.no

Aega ASA is a Norwegian listed investment company. The company focuses on acquisitions of smaller existing solar parks (below 5MWp capacity) in Italy, following strict investment criteria. In addition to being an industrial player in Italy, Aega also considers financial investments within the renewable energy sector.