Scana — Share Issue/Capital Change 2021

Dec 16, 2021

Stock exchange announcement – Disclosure of large shareholding

Stock exchange announcement – Disclosure of large shareholding

Reference is made to the stock announcements made on 15 December 2021, by Scana ASA ("Scana") regarding (i) the share purchase agreement dated 15 December 2021 entered into between, inter alia, Herkules Private Equity IV (Jersey-I) L. P. and Herkules Private Equity IV (Jersey-II) L. P (collectively, "Herkules") and Scana related to the acquisition of all the shares in PSW I Holding AS ("PSW") by Scana from, inter alia, Herkules (the "PSW Transaction") and (ii) Scana's successfully completed private placement of new shares raising gross proceeds of NOK 400 million (the "Private Placement").

As part of the consideration for the sale of its shares in PSW to Scana Herkules Private Equity IV (Jersey-I) L. P. and Herkules Private Equity IV (Jersey-II) L. P Herkules will subscribe for 16,179,362 and 45,595,899 new shares (the "Consideration Shares") in Scana, respectively (in aggregate 61,775,261 new shares in Scana), at a subscription price per share of NOK 1.40. The share capital increase related to the Consideration Shares is subject to approval by the general meeting of Scana, expected to be held on or about 6 January 2022 and that all conditions for the closing of the PSW Transaction are fulfilled.

Further, in connection with the Private Placement Herkules agreed to guarantee for part of the total subscription amount in the Private Placement (the "Guarantee Commitment"). In accordance with the terms of the Guarantee Commitment Herkules Private Equity IV (Jersey-I) L. P. and Herkules Private Equity IV (Jersey-II) L. P were allocated 15,511,363 and 43,713,376 new shares (the "Private Placement Shares") in Scana, respectively (in aggregate 59,224,739 new shares in Scana), at a subscription price per share of NOK 1.40. The Private Placement is subject to the conditions as described in the announcement by Scana related to completion of the Private Placement.

Upon completion of the PSW Transaction and the Private Placement, Herkules will in aggregate own 121,000,000 shares in Scana, corresponding to 30,78% of the issued and outstanding shares and votes in Scana after the PSW Transaction and the Private Placement (of which Herkules Private Equity IV (Jersey-I) L. P will own 31,690,275 shares in Scana, corresponding to 8,06% of the issued and outstanding shares and votes in Scana after the PSW Transaction and the Private Placement and Herkules Private Equity IV (Jersey-II) L. P. will own 89,309,275 shares in Scana, corresponding to 22,70% of the issued and outstanding shares and votes in Scana after the PSW Transaction and the Private Placement).

Spiralen Holding AS ("Spiralen"), the investment company of Morten Blix, who is a partner in Herkules Capital AS, (being exclusive advisor to Herkules), has agreed to subscribe for 8,571,428 new shares in Scana at a subscription price of NOK 1.40 per share by settling an outstanding loan amount of NOK 12,000,000 upon completion of the Transaction. Herkules and Spiralen will, upon completion of the PSW Transaction and the Private Placement, in aggregate, own 129,571,428 shares in Scana corresponding to 32,93% of the issued and outstanding shares and votes in Scana after the PSW Transaction and the Private Placement.