NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS
RELEASE.
29 August 2017.
Reference is made to previous stock exchange
announcements regarding the rights issue (the "Rights Issue") by
EAM Solar ASA (the "Company") of 1,250,000 new shares with a
nominal value of NOK 10 each (the "Offer Shares") at a subscription
price of NOK 24 per Offer Share.
The subscription period for the Rights Issue
expired 28 August 2017 at 16:30 hours (CET). The final result shows
that a total of 2,604,740 Offer Shares were subscribed for during
the subscription period. The Rights Issue has consequently been
oversubscribed by approximately 108 per cent.
The allocation of the Offer Shares is based on the
allocation criteria set out in the prospectus dated 8 August 2017
(the "Prospectus"). A total of 1,250,000 Offer Shares have been
allocated. Approximately 1,161,721 Offer Shares have been allocated
to subscribers on the basis of exercised subscription rights.
Approximately 88,279 Offer Shares have been allocated to holders of
subscription rights as a result of oversubscription. No Offer
Shares have been allocated to subscribers without subscription
rights.
Notices of allocation of Offer Shares and the
corresponding subscription amount to be paid by each individual
subscriber are expected to be distributed today. Payment for the
allocated shares falls due on 31 August 2017 in accordance with the
payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded
before they are fully paid and the share capital increase
pertaining to the Rights Issue has been registered with the
Norwegian Register of Business Enterprises. It is expected that the
share capital increase will be registered in the Norwegian Register
of Business Enterprises on or about 4 September 2017 and that the
Offer Shares will be transferred to the VPS accounts of the
subscribers and admitted to trading on the Oslo Axess on the same
day.
Through the Rights Issue, the Company will receive
proceeds of NOK 30 million before the deduction of transaction
costs. The Company's general meeting resolved on 8 August 2017 to
increase the share capital of the Company by NOK 12,500,000 through
the issue of 1,250,000 Offer Shares in the Rights Issue. Following
registration of the share capital increase in the Norwegian
Register of Business Enterprises, the Company's share capital will
be NOK 68,522,100, divided into 6,852,210 shares, each with a
nominal value of NOK 10.
Carnegie AS acts as manager of the Rights
Issue.
For further queries, please contact:
Viktor E. Jakobsen, CEO, phone +47 9161 1009,
viktor@eam.no.
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.
IMPORTANT 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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: EAM Solar ASA via Globenewswire
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