Share Issue/Capital Change • Jun 26, 2017
Share Issue/Capital Change
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EAM Solar ASA :Rights issue of shares
26 June 2017
This announcement is not for release, publication or distribution (directly or
indirectly) in or to the United States, Canada, Australia or Japan. It is not an
offer of securities for sale in or into the United States, Canada, Australia,
the Hong Kong Special Administrative Region of the People's Republic of China,
South Africa or Japan.
This announcement is not an offer of securities for sale in the United States.
The new shares to which this announcement relates have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act. There
will not be a public offering of shares in the United States.
The board of directors of EAM Solar ASA (the "Company") has resolved to carry
out a fully underwritten rights' issue with gross proceeds of NOK 30 million
(the "Rights Issue"). The Rights Issue is subject to approval by the Company's
general meeting. An extraordinary general meeting will be held in early August
2017 to consider the proposal for a Rights Issue.
The net proceeds from the Rights Issue will be used for financing the on-going
legal processes and working capital purposes.
The subscription price in the Rights Issue will be the lowest of NOK 24 per
share and a discount of 25% to the theoretical ex-rights price for the shares
(i.e. the calculated price for the Issuer's shares after issuing the new shares
in the Rights Issue, assuming that the Rights Issue is subscribed for the full
amount and based on a pre-transaction share price equal to the volume weighted
share price for the Issuer's shares quoted on Oslo Børs in the period from and
including 27 June 2017 to and including the last trading day prior to the date
of the EGM notice. The number of new shares will be decided on the basis of the
final subscription price.
The dilution of non-participating shareholders in the equity rights issue will
be approximately 20% (excluding any revenue from sale of subscription rights).
In connection with the Rights Issue, the Company has entered into an
underwriting agreement with the main shareholders (the "Underwriters"), who upon
and subject to certain conditions underwrite the subscription of all the shares
to be offered in the Rights Issue.
New shares not subscribed for by the end of the subscription period will thus be
allocated to the Underwriters. The Underwriters will receive an underwriting fee
corresponding to 2.00% of the underwritten amount.
The Company will prepare a prospectus relating to the Rights Issue, to be
approved by the Financial Supervisory Authority of Norway. Existing shareholders
will be granted subscription rights for the shares offered in the Rights Issue
pro rata to their existing shareholding in the Company. The shareholders will
receive subscription rights on the basis of their shareholding in the Company as
of a record date to be determined when the date of the general meeting has been
decided. Oversubscription and subscription without subscription rights will be
permitted. The subscription rights will be freely tradable and listed on the
Oslo Stock Exchange.
The Company has appointed Carnegie as Manager for the Rights Issue.
Advokatfirmaet Wiersholm AS is the Company's legal counsel.
For information, please contact:
Viktor E Jakobsen, CEO, phone +47 9161 1009, [email protected]
About EAM Solar: EAM Solar is a utility company that acquires and operates solar
power plants. The Company currently owns solar PV power plants in Italy. The
plants are operating under long-term sales contracts.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMORTANT INFORMATION:
This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for securities of EAM Solar ASA. This announcement is not
a prospectus for the purposes of Directive 2003/71/EC (as amended, together with
any applicable implementing measures in any Member State, the "Prospectus
Directive"). Copies of this announcement may not be sent to jurisdictions, or
distributed in or sent from jurisdictions, in which this is barred or prohibited
by law. The information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, in any jurisdiction in which such offer
or solicitation would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any jurisdiction. A
decision to invest in securities of EAM Solar ASA referred to in this
announcement should be based exclusively on the prospectus published by EAM
Solar ASA for such purpose.
This announcement and the information contained herein is not for publication or
distribution into the United States of America and should not be distributed or
otherwise transmitted into the United States or publications with a general
circulation in the United States. This announcement does not constitute an offer
or invitation to subscribe for or to purchase any securities in the United
States of America. The new shares referred to herein have not been and will not
be registered under the Securities Act or the laws of any state and may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). There will be no public offering of the new shares in
the United States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This announcement is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling
within article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons").
The new shares are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Shares will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this announcement or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe," "assume," "expect," "forecast,"
"project," "may," "could," "might," "will" or similar expressions. Such forward-
looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of EAM Solar ASA and
those explicitly or implicitly presumed in these statements. Against the
background of these uncertainties, readers should not rely on forward- looking
statements. EAM Solar ASA assumes no responsibility to up-date forward-looking
statements or to adapt them to future events or developments.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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