Scatec ASA

M&A Activity • Oct 16, 2020

Scatec Solar acquires SN Power, building a global leader in renewable energy

Scatec Solar acquires SN Power, building a global leader in renewable energy

Oslo, 16 October 2020: Scatec Solar has signed a binding agreement to acquire

100% of the shares in SN Power, a leading hydropower developer and IPP, from

Norfund for a total equity value of USD 1,166 million.

The acquisition forms an important part of Scatec Solar's broadened growth

strategy, with an ambition to become a global large-scale player in solar,

hydro, wind and storage solutions, and an integrator of high-value

infrastructure solutions.

Scatec Solar and SN Power have a unique and complementary portfolio of assets,

geographical footprint and capabilities, and will together hold a large project

pipeline across solar, hydro, wind and storage.

The combined company will have 450 employees, power plants in 14 countries and

gross 3.3 GW of plants in operation and under construction. When all plants are

in full operation from early 2021, the median annual production is expected to

be 4.1 TWh.

"Hydropower and solar PV are complementary technologies, resulting in new

project opportunities, for instance floating solar on hydro reservoirs. With

this transaction we see great potential in broader project origination and

geographical expansion into growth markets in South East Asia and Sub-Sahara

Africa. SN Power adds scale and significant cash flow from operating plants and

will raise stakeholder value; benefiting customers, employees, shareholders,

business partners and the societies in which we operate," says Raymond Carlsen,

CEO of Scatec Solar.

"Norfund's investment in SN Power has contributed to job creation, improved

living conditions and avoided carbon emissions. By mobilising private capital in

SN Power, we can recycle significant funds for new investments, demonstrating

the effectiveness of using development aid to invest in clean energy in

developing countries," says Tellef Thorleifsson, CEO of Norfund.

Key transaction highlights

* Scatec Solar has signed a binding agreement to acquire 100% of the shares in

SN Power AS from Norfund for a total equity value of USD 1,166 million.

* The transaction includes SN Power's portfolio of hydropower assets in the

Philippines, Laos and Uganda with a total gross capacity of 1.4 GW (net 0.5

GW) and gross median production of 6.1 TWh (net 1.8 TWh).

* SN Power has a project pipeline totaling gross 2.5 GW mainly across Asia and

Sub-Saharan Africa. Scatec Solar will further accelerate growth and have a

combined project pipeline of 9.5 GW across solar, hydro, wind and storage.

* Norfund, the Norwegian Investment Fund for developing countries, has been a

long-term partner of Scatec Solar in a successful private-public

partnership. As part of this transaction, the parties will establish a new

joint venture for SN Power's Sub-Saharan Africa hydro assets and to develop

the hydropower pipeline in the region. Norfund will retain a 49% stake and

Scatec Solar hold 51% in the Joint Venture and Scatec Solar will be the

operator.

Compelling strategic benefits

* Hydropower has inherently attractive characteristics including storage,

perpetual asset life, and low operational risk and gearing.

* Technological and geographical diversification further enhances cash flow

resilience and increases optionality with respect to profitable growth.

* Leverages Scatec Solar's long-standing emerging markets expertise within

project development and Engineering, Procurement and Construction (EPC) to

accelerate growth

* Scatec Solar and SN Power are a strong cultural fit. Rooted in Norway's

industrial tradition, both companies are ambitious front-runners in green

energy in emerging markets, while adhering to the highest standards in ESG.

* With SN Power, Scatec Solar will strengthen its position as a partner for

governments and communities that are seeking economic growth. The Company

will also be more relevant for corporate customers seeking cleaner and more

affordable energy and for shareholders who wish to position themselves in

the rapidly growing renewable energy space.

Financial details

* In 2019, SN Power had proportionate revenues of NOK 1,766 million and EBITDA

of NOK 1,149 million, and the combined company had proportionate revenue of

NOK 8,108 million and EBITDA of NOK 2,720 million, corresponding to an

EBITDA margin of 34%

* The acquisition is fully funded through a combination of cash available from

Scatec Solar's balance sheet, a USD 200 million vendor note, a USD 150

million term loan and a USD 700 million acquisition financing from Nordea,

DNB, BNP Paribas and Swedbank. The acquisition finance is available until

12 months after transaction close and is expected to be refinanced through

debt and equity.

* The combined company will hold proportionate net debt, including a of NOK

18 billion of which NOK 6.8 billion at group level - including the term loan

and acquisition financing.

* The acquisition offers an attractive opportunity to create significant value

for Scatec Solar's shareholders and is expected to deliver returns well

above Scatec Solar's cost of equity and be highly accretive to underlying

earnings in 2020 and beyond

* Through the addition of high quality, long-term earnings, the transaction

further diversifies the group's cash flows and strengthens Scatec Solar's

ability to accelerate further growth

The transaction is conditional upon customary regulatory approvals and local

competition approvals and is likely to be completed in the first half of 2021.

Until then the two companies will continue to operate as separate entities.

Integration preparations will start immediately. Scatec Solar will continue to

be listed on Oslo Stock Exchange (Oslo Børs) and intends to change its name to

Scatec.

For additional information, see the attached investor presentation.

Advisors

J.P. Morgan (financial), SpareBank1 Markets (financial), Selmer (legal), EY

(financial and tax due diligence), Multiconsult (environmental & social due

diligence) and Sweco (technical and environmental & social due diligence) acted

as advisors to Scatec Solar in connection with the transaction.

Invitation to investor presentation today at 10:00 am CEST

A presentation for investors and analysts followed by a Q&A session will be held

at Felix Konferansesenter in Oslo and through a live webcast today at 10:00 am

CEST. To attend the live presentation, please email: ir@scatecsolar.com

(mailto:ir@scatecsolar.com). You can follow the webcast from our website:

www.scatecsolar.com (http://www.scatecsolar.com), or this direct

link: https://channel.royalcast.com/webcast/hegnarmedia/20201016_3. You may ask

questions through the webcast solution, or email your question to

ir@scatecsolar.com (mailto:ir@scatecsolar.com).

For further information, please contact:

Mikkel Tørud, CFO, tel: +47 976 99 144, ir@scatecsolar.com

(mailto:ir@scatecsolar.com)

Ingrid Aarsnes, VP Communication & IR, tel: +47 950 38 364,

ingrid.aarsnes@scatecsolar.com (mailto:ingrid.aarsnes@scatecsolar.com)

About Scatec Solar

Scatec Solar is an integrated independent renewable power producer, delivering

affordable, rapidly deployable and sustainable clean energy worldwide. A long-

term player, Scatec Solar develops, builds, owns, operates and maintains power

plants and has an installation track record of more than 1.6 GW. The company has

a total of 1.9 GW in operation and under construction on four continents.

With an established global presence and a significant project pipeline, the

company is targeting a capacity of 4.5 GW in operation and under construction by

end of 2021. Scatec Solar is headquartered in Oslo, Norway and listed on the

Oslo Stock Exchange under the ticker symbol 'SSO'. To learn more, visit

www.scatecsolar.com (http://www.scatecsolar.com). For images, see

www.scatecsolar.com/image-gallery/ (http://www.scatecsolar.com/image-gallery/)

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 Scatec Solar 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 to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act