Scatec ASA

Regulatory Filings • Oct 23, 2017

Scatec Solar ASA announces consent solicitation

Scatec Solar ASA announces consent solicitation

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.

Oslo, October 23, 2017: Scatec Solar ASA (the "Issuer") is inviting the holders

(the "Bondholders") of its outstanding NOK 500,000,000 FRN Senior Unsecured

Green Bond Issue 2015/2018 (ISIN NO0010752298) (the "Bonds") to approve certain

amendments (the "Proposal") to the bond agreement governing the Bonds (the "Bond

Agreement") at a bondholders' meeting (the "Bondholders' Meeting").

Concurrently, the Issuer is also announcing that it is soliciting consents

through Nordea Bank AB (publ), Filial i Norge and Swedbank Norge, Norwegian

Branch of Swedbank AB (publ) (together, the "Solicitation Agents") from

Bondholders under a separate process (the "Consent Solicitation"). The Consent

Solicitation is subject to the terms and conditions and restrictions set out in

the consent solicitation memorandum dated 23 October 2017 (the "Consent

Solicitation Memorandum"). Capitalized terms used herein shall have the meaning

ascribed to them in the Consent Solicitation Memorandum.

Consent Solicitation from Bondholders

The Issuer is requesting that Bondholders approve the Proposal in order to

permit an early redemption of the Bonds (the "Early Redemption") at a redemption

price (the "Early Redemption Price") of 104.25 per cent. of par value (plus

accrued interest on the redeemed Bonds) for settlement on a date no earlier than

17 November 2017.

A Bondholder who delivers a valid Voting Instruction in favour of the Proposal

together with a proof of holding to the Consent Solicitation Paying Agent named

below before 12:00 (CET) on 30 October 2017 (the "Early Consent Fee Deadline")

will also be eligible to receive an early consent fee of 0.50 per cent in

respect of the Bonds for which a vote has been cast (the "Early Consent Fee")

and a priority in the allocation of the New Bonds (as described further below).

For the avoidance of doubt, the total consideration to such Bondholders who vote

in favour of the Proposal before the Early Consent Fee Deadline will be 104.75

per cent of par value.

Payment of the Early Consent Fee will take place if the Proposal is passed at

the Bondholders' Meeting, the Issuer implements the Early Redemption provision

into the Bond Agreement and the issuance of New Bonds has settled or is about to

settle.

The Bondholders' Meeting will be held at the offices of Nordic Trustee ASA,

Haakon VIIs gt 1, 0161 Oslo, 6th floor at 09:00 (CET) on 6 November 2017.

Bondholders who vote in person or represented by proxy (other than a Voting

Instruction to the Solicitation Agents) at the Bondholders' Meeting or the

Repeated Bondholders' Meeting will not be eligible to receive the Early Consent

Fee, but all Bondholders will receive the Early Redemption Price if the Early

Redemption is completed. Bondholders are advised to read carefully the Consent

Solicitation Memorandum for full details of and information on the Early

Redemption and the procedures for participating in the Consent Solicitation. The

deadline for submission of valid Voting Instructions is before 16:00 (CET) on 2

November 2017 (the "Final Consent Deadline").

Priority in the allocation of the New Bonds

The Issuer is contemplating issuing a new bond (the "New Bond Issue") in

conjunction with an Early Redemption. A Bondholder that wishes to subscribe for

bonds in the New Bond Issue ("New Bonds") in addition to participating in the

Consent Solicitation may receive priority in the allocation of the New Bonds

(the "New Issue Allocation"). The New Issue Allocation may be given for an

aggregate principal amount of New Bonds up to the aggregate principal amount of

Bonds subject to a Bondholder's valid Voting Instruction in favour of the

Proposal, where an allocation of New Bonds is also requested. Bondholders should

contact any of the Solicitation Agents to obtain a unique reference number in

respect of the New Issue Allocation.

If any Bondholder wishes to subscribe for New Bonds it must make an application

to subscribe for such New Bonds to any of the Joint Lead Managers of the New

Bonds. Nordea Bank AB (publ), Filial i Norge and Swedbank Norge, Norwegian

Branch of Swedbank AB (publ) act as Joint Lead Managers for the issue of the New

Bonds.

In order to participate in the Consent Solicitation, investors are requested to

submit a Voting Instruction together with a valid proof of holding to the

Consent Solicitation Paying Agent.

To receive copies of the Consent Solicitation Memorandum or for questions

relating to the Consent Solicitation, please contact the Solicitation Agents.

Solicitation Agents:

Nordea Bank AB (publ), Filial i Norge

Tlf.: +45 6161 2996

Email: nordealiabilitymanagement@nordea.com

Swedbank Norge, Norwegian Branch of Swedbank AB (publ)

Tlf.: +46 8 700 90 22

Email: casper.bangstad@swedbank.se

Consent Solicitation Paying Agent:

Nordea Bank AB (publ)

Email: issuersecustodian@nordea.com

About Scatec Solar

Scatec Solar is an integrated independent solar power producer, delivering

affordable, rapidly deployable and sustainable source of clean energy worldwide.

A long term player, Scatec Solar develops, builds, owns, operates and maintains

solar power plants, and already has an installation track record of close to

600 MW.

Currently, the company is producing electricity from 322 MW of solar power

plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and

another 394 WM are under construction.

With an established global presence, the company is growing briskly with a

project backlog and pipeline of more than 1.8 GW under development in the

Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in

Oslo, Norway.

Important Notice

The contents of this announcement have been prepared by, and are the sole

responsibility of, the Issuer. The Issuer's financial advisors are acting

exclusively for the Issuer and no one else, and will not be responsible to

anyone other than the Issuer for providing the protections afforded to their

respective clients, or for advice in relation to the Proposal or the New Bond

Issue (collectively the "Transaction"), the contents of this announcement or any

of the matters referred to herein. The Transaction and the distribution of this

announcement and other information in connection with the Transaction may be

restricted by law in certain jurisdictions. The Issuer assumes no responsibility

in the event there is a violation by any person of such restrictions. Persons

into whose possession this announcement or such other information should come

are required to inform themselves about, and to observe, any such restrictions.

This announcement may not be used for, or in connection with, and does not

constitute, any offer of securities for sale in the United States or in any

other jurisdiction.

The Transaction has not been, and will not be, made in any jurisdiction or in

any circumstances in which such offer or solicitation would be unlawful. This

announcement is not for distribution, directly or indirectly in or into any

jurisdiction in which it is unlawful to make any such offer or solicitation to

such person or where prior registration or approval is required for that

purpose. No steps have been taken or will be taken relating to the Transaction

in any jurisdiction in which such steps would be required. Neither the

publication and/or delivery of this announcement shall under any circumstances

imply that there has been no change in the affairs of the Issuer or that the

information contained herein is correct as of any date subsequent to the earlier

of the date hereof and any earlier specified date with respect to such

information.

This announcement is not for publication or distribution, directly or

indirectly, in the United States (including its territories and possessions, any

state of the United States and the District of Columbia). This announcement does

not constitute or form part of any offer or solicitation to purchase or

subscribe for securities in the United States. Securities may not be offered or

sold in the United States absent registration or an exemption from registration.

Any bonds in relation to the Transaction have not been and will not be

registered under the United States Securities Act of 1933, as amended (the "US

Securities Act") or with any securities regulatory authority of any state or

other jurisdiction of the United States, and may not be offered or sold in the

United States or to, or for the account of, U.S. persons (as such term is

defined in Regulation S under the US Securities Act), except pursuant to an

effective registration statement under, or an exemption from the registration

requirements of, the US Securities Act. All offers and sales outside the United

States will be made in reliance on Regulation S under the US Securities Act.

There will be no public offer of securities in the United States. This

announcement does not constitute an offering circular or prospectus in

connection with an offering of securities of the Issuer. Investors must neither

accept any offer for, nor acquire, any securities to which this document refers,

unless they do so on the basis of the information contained in the investor

material made available by the Issuer only to qualified persons in certain

jurisdictions where an offer may be made (if an offer is made). This

announcement does not constitute an offer to sell or the solicitation of an

offer to buy or subscribe for, any securities and cannot be relied on for any

investment contract or decision.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.