Nordic Financials ASA — Share Issue/Capital Change 2020

Oct 30, 2020

Aega invests in Norsk Solar

Aega invests in Norsk Solar

30 October 2020 – Aega ASA (Aega) has today entered into an agreement to invest in fast-growing international integrated solar energy producer, Norsk Solar AS (Norsk Solar).

Aega has agreed to acquire an ownership share of 6 percent in Norsk Solar for a cash consideration of NOK 20 million.

“Aega is an investment company that primarily owns and operates solar plants in Italy. However, a broad investment mandate allows us to make financial investments in renewable energy businesses that could generate substantial value for Aega’s shareholders. The investment in a fast-growing solar player such as Norsk Solar definitely falls into this category,” says Nils Petter Skaset, CEO of Aega ASA.

About Norsk Solar

Norsk Solar, headquartered in Stavanger, Norway, was established in 2017 by a group of Stavanger-based entrepreneurs, all of whom are shareholders today. The company is Norway’s largest privately-held solar company in terms of MW commissioned.

Norsk Solar develops, finances, builds, owns, and operates large-scale solar power plants in emerging markets with long-term Power Purchase Agreements with state or multinational corporations. Currently, the company has 59 MW in operation in Pakistan and Ukraine, and a growing pipeline of more than 200 MW in advanced stages of development, mainly in Asia, Latin America, and Sub-Saharan Africa.

The combination of an integrated business model, solid track record and access to the Norwegian and Nordic ecosystem of financing partners, has made Norsk Solar an attractive business partner internationally.

“We develop solar projects in emerging markets, thereby maximising impact on sustainability and economic growth. To secure project finance and mitigate risk, we partner with development banks. This has made us a favoured cooperation partner internationally,” says Øyvind L. Vesterdal, CEO of Norsk Solar.

In 2019, Norsk Solar had revenues of NOK 40 million and an EBITDA-result of NOK 4 million. The company’s revenues in 2020 are expected to be significantly higher than in 2019.

“We are investing in a well-run, profitable business that has significant growth potential both through existing solar power plants but also through a highly attractive development pipeline,” says Aega’s Nils Petter Skaset.

The transaction

Aega will invest NOK 20 million in Norsk Solar for a shareholding of 6 percent, based on a pre-money enterprise value for Norsk Solar of NOK 283 million. The investment is to be made by subscription of new shares in a share capital increase in Norsk Solar, expected to be resolved by an extraordinary general meeting on or about 4 October 2020.

In conjunction with the transaction, Norsk Solar shall convert a NOK 26.5 million shareholder loan to equity, thereby further increasing the company’s financial flexibility going forward. The conversion is to be dealt with by the general meeting resolving the share capital increase pertaining to the investment. The pre-money enterprise value as well as the calculated shareholding of Aega subsequent to the investment is based on the conversion having been completed.

Completion of the transaction is expected to take place in the first half of November 2020.

Following completion of the transaction, Nils Petter Skaset, CEO of Aega ASA, will become a member of Norsk Solar’s board of directors.

“We look forward to welcoming Aega as shareholders in Norsk Solar and Nils Petter onto the board of directors. The proceeds from Aega’s investment will be used to fund our growth investments in solar power,” says Øyvind L. Vesterdal.

Continued investments in Italy

In mid-2019, Aega divested its 8 MW Italian solar park portfolio for EUR 10.6 million, which represented an increase of approximately 58 percent compared to Aega’s purchase price for the same solar parks.

Since then, Aega has acquired two new solar parks in Italy with a total capacity of 2 MW.

While the investment in Norsk Solar is consider a financial investment, Aega will continue to make further industrial investments in smaller solar power plants in Italy, in line with the company’s 15 percent IRR targets.

“We have a solid cash position and have proven our ability to identify, operate and optimise solar parks in Italy. We are in advanced negotiations with regards to acquiring additional parks that is expected, if completed, to further strengthen the revenue potential of Aega,” adds Nils Petter Skaset.

For further information, please contact:

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

Øyvind L. Vesterdal, CEO of Norsk Solar, tel: +47 +47 900 70 126, e-mail: ov@norsksolar.com

Important information

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Aega ASA (the "Company"). The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Readers should not place undue reliance on the forward-looking statements in this announcement or any of its attachments.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.

This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.