Nordic Financials ASA — Share Issue/Capital Change 2016

Dec 20, 2016

Completed private placement

Completed private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN

PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,

AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN

WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF

ANY OF THE SECURITIES DESCRIBED HEREIN.

Aega ASA: Completed private placement

Reference is made to the stock exchange notice dated 7

December 2016 regarding a contemplated private placement

(the "Private Placement") in Aega ASA ("Aega" or the

"Company") and the stock exchange notice dated 19 December

2016 regarding the reduction of the minimum size of, and the

extension of the subscription period in, the Private

Placement.

The Board of Directors of Aega has today resolved on a

Private Placement of 4 991 184 shares, each of par value NOK

1.00, at a subscription price of NOK 3.00 per offer share

(the "Offer Shares"). The new shares have been resolved to

be issued based on the board authorisation to issue new

shares granted on 29 November 2016. The total number of

shares in the Company following the Private Placement will

be 40 882 141, each of par value NOK 1.00.

The proceeds from the Private Placement will be used to

finance further growth through acquisitions of new solar

parks, to cover the additional liabilities to be assumed

through the contemplated transaction with Aega Solar AS

announced on 25 November 2016 (if completed) and for general

corporate purposes.

The Offer Shares have been subscribed for by existing and

new shareholders in the Company. Obtaining capital in order

to finance the Company's acquisitions of new solar power

plants is an important part of the Company's growth

strategy. To achieve the Company's growth targets, it is

deemed necessary to obtain capital from external investors.

The waiver of the shareholders' preferential right to

subscribe for the new shares is therefore considered

necessary and in the common interest of the Company and its

shareholders. Further, it has also been necessary to obtain

subscriptions from some of the Company's existing

shareholders. The Private Placement was announced through a

stock exchange notice and had a subscription period of more

than two weeks. Further, the subscription price in the

Private Placement is very close to the trading price for the

shares in the Company on Oslo Axess in the relevant period.

Based on an overall assessment, the Board of Directors has

after careful consideration concluded that the degree of

differential treatment of shareholders in the Private

Placement is factually justifiable in the common interest of

the Company and its shareholders and that no repair offering

will be conducted.

Notification of allocation and payment instructions will be

sent to the subscribers on or about 20 December 2016. The

settlement for the Private Placement will take place on or

about 22 December 2016, and the Offer Shares are expected to

be delivered to each subscriber's VPS account once the share

capital increase pertaining to the Private Placement has

been registered in the Norwegian Register of Business

Enterprises, which is expected to take place on or about 29

December 2016. The Offer Shares will be issued on a separate

ISIN number and not be tradable on Oslo Axess until the

Company has prepared and published a listing prospectus to

be approved by the Financial Supervisory Authority of Norway

(Finanstilsynet), expected by mid-February 2017.

Provided that the new shares are issued as contemplated, the

Board of Directors has decided to waive the condition for

completion of the transaction with Aega Solar AS related to

the completion of a private placement with minimum gross

proceeds of NOK 25 million as described in the stock

exchange notice dated 25 November 2016.

SpareBank 1 Markets AS and Pionor Kapital AS have acted as

joint managers and book runners (collectively referred to as

the "Managers") to assist Aega in the Private Placement.

Aabø-Evensen & Co Advokatfirma AS is acting as legal

advisors to the Managers in connection with the Private

Placement.

For further information, please contact:

Vegard Finstad, CEO Aega ASA, +47 911 92 132

This information is subject of the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading

Act.

This announcement is not and does not form a part of any

offer for sale of any securities, and is for release,

publication or distribution, directly or indirectly, in the

United States, or any other jurisdiction in which such

distribution would be unlawful or would require registration

or other measures. Securities may not be sold in the United

States absent registration with the United States Securities

and Exchange Commission or an exemption from registration

under the U.S. Securities Act of 1933, as amended. Aega ASA

does not intend to register its securities in the United

States. The distribution of this announcement into

jurisdictions other than Norway may be restricted by law.

Persons into whose possession this announcement comes should

inform themselves about and observe any such restrictions.

Any failure to comply with these restrictions may constitute

a violation of the securities laws of any such jurisdiction.

This announcement has not been approved by any regulatory

authority.