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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS STOCK EXCHANGE NOTICE
EAM SOLAR ASA - APPROVAL OF
PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE, LISTING OF SUBSCRIPTION
RIGHTS AND LISTING OF SHARES
Reference is made to the
announcement from EAM Solar ASA (the "Company") on 26 June 2017
regarding the fully underwritten rights issue directed towards
shareholders of the Company (the "Rights Offering"), and the
approval of the Company's general meeting on 8 August 2017 of the
Rights Offering of 1,250,000 new shares in the Company (the "New
Shares") and the issuance of 532,210 new shares in the Company to
EAM Solar Park Management AS (the "Consideration Shares").
The Financial Supervisory
Authority of Norway has on 8 August 2017 approved a prospectus for
the offering and listing of the 1,250,000 New Shares at a
subscription price of NOK 24 per new share with tradable
subscription rights, and the listing of the 532,210 Consideration
Shares.
The prospectus will be made
publicly available at the offices of the Company (Dronningen 1,
0287 Oslo, Norway). The prospectus will also be made available on
the Company's website www.eamsolar.no and on www.carnegie.no.
The Company's shareholders as
registered in the VPS on 10 August 2017, who are not resident in a
jurisdiction where such offering would be unlawful, or (in
jurisdictions other than Norway) would require any prospectus
filing, registration or similar action, will receive 0.22312
subscription rights for each share that they own in the Company on
the above-mentioned date. The issuance of the Consideration Shares
will be registered with the Norwegian Register of Business
Enterprises on 9 August 2017 and the Consideration Shares will
consequently be entitled to subscription rights in the Rights
Issue. The ratio of subscription rights to existing shares has been
calculated on this basis.
The number of subscription rights
issued to each shareholder has been rounded down to the nearest
whole subscription right. The holders of subscription rights will
be entitled to subscribe for and be allocated one (1) New Share for
every (1) subscription right held. Oversubscription and
subscription without subscription rights is permitted. The
subscription rights will be fully tradable and listed on Oslo Axess
with ticker code "EAM T" in the period from 11 August 2017 to 24
August 2017.
The subscription period in the
Rights Offering commences 11 August 2017 and expires 28 August 2017
at 16:30 CET. The New Shares to be issued in the Rights Offering
are expected to be delivered to investors and be tradable on Oslo
Axess on or about 4 September 2017.
Subscription rights that have not
been sold prior to the expiry of the trading period for the
subscription rights or that have not been used to subscribe for New
Shares prior to the expiry of the subscription period will lapse
and no longer have any value for the holders.
Shareholders who do not exercise
their subscription rights will have their ownership percentage
diluted by approximately 20%.
New Shares may not be subscribed
by investors who are resident in a jurisdiction where such offering
would be unlawful, or for jurisdictions other than Norway which
would require any filing, registration or similar action. Regarding
further restrictions in respect of who may be allocated or
permitted to acquire or exercise subscription rights / subscribe
for New Shares, reference is made to Section 15 "Selling and
transfer restrictions" in the prospectus.
The main shareholders of the
Company have fully underwritten the Rights Offering at a guarantee
commission of 2% of the underwritten amount (the "Underwriting
Agreement"). The underwriters' obligation was conditional upon the
resolution of the Company's extraordinary general meeting on 8
August 2017 to carry out the Rights Offering and the prospectus
being approved by the Financial Supervisory Authority of Norway.
These conditions have been met.
The Company has appointed Carnegie
AS as Manager for the Rights Offering. Advokatfirmaet Wiersholm AS
is the Company's legal counsel.
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.
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.