NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, Norway, 14 December 2020: Reference is made to the stock exchange notice
published on 9 December 2020, regarding the contemplated private placement of
new shares (the "Private Placement") in Cloudberry Clean Energy AS ("Cloudberry"
or the "Company").
Cloudberry is pleased to announce that it has raised NOK 500 million in gross
proceeds through the Private Placement of 47,619,047 new shares in the Company
(the "Offer Shares"), at a price per Offer Share of NOK 10.50 (the "Offer
Price"). The Private Placement was oversubscribed throughout the full size range
and received strong interest from high quality institutional investors in the
Nordics and internationally.
The Private Placement took place through an accelerated bookbuilding process
between 9 December 2020 09:00 CET and 11 December 2020 14:00 CET, with Carnegie
AS and Pareto Securities AS acting as joint lead managers and joint bookrunners
(the "Managers").
Cloudberry intends to use the net proceeds from the Private Placement to realise
the Company's near-term growth opportunities (the "Growth Opportunities"), as
well as for general corporate purposes. The Growth Opportunities include an
acquisition of up to 33.4% of the shares in Odal Vindkraftverk AS (the "Odal
Windfarm") and the acquisition of five hydro power assets, which require equity
financing, in addition to an expected 20% shareholding in the in-house shallow
water windfarm development Vänern.
The following primary insiders have been allocated shares in the Private
Placement:
· Havfonn AS, represented on the Board of Directors of the Company by Morten
Bergesen, owned 4,882,882 shares before the Private Placement and has been
allocated 4,285,714 Offer Shares.
· Snefonn AS, represented on the Board of Directors of the Company by Morten
Bergesen, owned 6,404,702 shares before the Private Placement and has been
allocated 1,428,571 Offer Shares.
· CCPartner AS, represented on the Board of Directors of the Company by
Chairman Frank J. Berg, owned 2,696,957 shares before the Private Placement and
has been allocated 476,190 Offer Shares.
· Caddie Invest AS, represented on the Board of Directors of the Company by
Petter Borg, owned 375,764 shares before the Private Placement and has been
allocated 95,238 Offer Shares.
· Mittas AS, represented on the Board of Directors of the Company by Benedicte
Fossum, owned zero shares before the Private Placement and has been allocated
38,095 Offer Shares.
· Lenco AS, represented by Anders Lenborg (CEO), owned 1,093,070 shares before
the Private Placement and has been allocated 190,476 Offer Shares. Anders
Lenborg also holds 795,000 warrants.
· Lotmar Invest AS, represented by Jon Gunnar Solli (COO), owned 541,602
shares before the Private Placement and has been allocated 12,000 Offer Shares.
Jon Gunnar Solli also holds 300,000 warrants.
· Viva North AS, represented by Tor Arne Pedersen (CDO), owned 49,027 shares
before the Private Placement and has been allocated 47,619 Offer Shares. Tor
Arne Pedersen also holds 300,000 warrants.
In addition, Cloudberry Partners AS, where Caddie Invest AS (represented on the
Board of Directors of the Company by Petter Borg) and Snefonn AS (represented on
the Board of Directors of the Company by Morten Bergesen) own 25% each, owned
2,209,055 shares before the Private Placement and has been allocated 476,190
Offer Shares.
Completion of the Private Placement is subject to (i) the resolution by the
extraordinary general meeting (the "EGM") on the Private Placement and issue of
the Offer Shares and (ii) registration of the share capital increase in the
Company pertaining to the Private Placement with the Norwegian Register of
Business Enterprises (Nw. Foretaksregisteret) (the "NRBE").
Notification of conditional allotment will be sent to the applicants by the
Managers on 14 December 2020. The board of directors of the Company has resolved
to approve the Private Placement, including the conditional allocation of the
Offer Shares, and to call for the EGM to be held on 21 December 2020.
The Private Placement will be settled with new shares in the Company. The
Managers will enter into a pre-payment agreement to ensure timely registration
of the new share capital. The Offer Shares will thus be tradable following
registration of the share capital increase in the NRBE, expected on or about 23
December 2020 (subject to the case handling time at NRBE), whereby the Managers
will settle on a delivery versus payment basis to the investors.
Following registration of the Offer Shares with the NRBE, the Company's share
capital will be NOK 26,266,334 divided into 105,065,336 shares, each with a par
value of NOK 0.25.
The Board of Directors has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Private Limited Liability
Companies Act, the Norwegian Securities Trading Act, the the Issuer Rules for
Euronext Growth Oslo and Oslo Børs' Circular no. 2/2014, and is of the opinion
that the Private Placement is in compliance with these requirements. The Board
has considered alternative structures for the raising of new equity. The Board
is of the view that is in the common interest of the Company and its
shareholders to raise equity through a private placement setting aside the pre
-emptive rights of the shareholders. By structuring the equity raise as a
private placement, the Company has been in a position to raise equity
efficiently, with a lower discount to the current trading price, at a lower cost
and with a significantly lower risk comparted to a rights issue. In the
assessment it has also been taken into consideration that the Private Placement
is subject has been structured as a publicly announced bookbuilding process.
The Board has also considered whether to carry out a subsequent offering towards
the existing shareholders who were not allocated shares in the Private
Placement. The Board has concluded that this is not required to comply with the
rules regarding equal treatment of shareholders and has resolved to not carry
out a subsequent offering. In the assessment it has been taken into
consideration inter alia that (i) the Private Placement was implemented in a
manner to ensure that it was placed on market terms, (ii) that the subscription
price represents a small discount to the observed trading prices after
announcement of the subscription price in the Private Placement on 11 December
2020 and (iii) that the Private Placement was implemented as a publicly
announced bookbuilding process which was open for three trading day.
Advokatfirmaet DLA Piper Norway DA acted as legal advisor to the Company and
SANDS Advokatfirma DA acted as legal advisor to the Managers in connection with
the Private Placement.
For further information, please contact:
Anders Lenborg, CEO, +47 934 13 130, al@cloudberry.no
Christian Helland, CVO, +47 418 80 000, ch@cloudberry.no
Suna Alkan, CSO, +47 913 02 907, sa@cloudberry.no
About Cloudberry
Cloudberry Clean Energy AS is a Nordic renewable energy company, owning,
developing, and operating hydro power plants and wind farms in Norway and
Sweden. The Company`s purpose is to provide clean renewable energy for future
generations, developing a sustainable society for the long term and creating
value for our stakeholders. The Company believe in a fundamental long-term
demand for renewable energy in the Nordics and Europe, and purpose shapes every
aspect of how Cloudberry operates.
Cloudberry is a public Euronext Growth (Merkur Market) company supported by
strong owners and led by an experienced management team and board. The Company
is located in Oslo, Norway (main office) and Karlstad, Sweden. To learn more
about Cloudberry, go to www.cloudberry.no.
Important Notices
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. 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. The securities
of the Company may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"). The securities of the Company have
not been, and will not be, registered under the U.S. Securities Act. Any sale in
the United States of the securities mentioned in this communication will be made
solely to "qualified institutional buyers" as defined in Rule 144A under the
U.S. Securities Act. No public offering of the securities will be made in the
United States. In any EEA Member State, this communication is only addressed to
and is only directed at qualified investors in that Member State within the
meaning of the EU Prospectus Regulation, i.e., only to investors who can receive
the offer without an approved prospectus in such EEA Member State. The
expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State). In the United Kingdom,
this communication is only addressed to and is only directed at Qualified
Investors who (i) are investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to
(d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as "Relevant Persons"). These
materials are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Persons distributing
this communication must satisfy themselves that it is lawful to do so. Any
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Private
Placement. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
Company's shares. Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company's shares and determining appropriate
distribution channels. 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 "anticipate",
"believe", "continue", "estimate", "expect", "intends", "may", "should", "will"
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.
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 such forward-looking statements. 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 such 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. You should not
place undue reliance on the forward-looking statements in this document. Current
market conditions are affected by the COVID-19 virus outbreak. The development
in both Cloudberry's operations as well as relevant financial markets in general
may be affected by government measures to mitigate the effect of the virus,
reduction in activity, unavailable financial markets and other. The information,
opinions and forward-looking statements contained in this announcement speak
only as at its date, and are subject to change without notice. Each of the
Company, the Managers and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any statement contained in
this announcement whether as a result of new information, future developments or
otherwise. This announcement is made by and, and is the responsibility of, the
Company. The Managers are acting exclusively for the Company and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, or for advice in relation to
the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein. 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. Neither the Managers nor any of their respective affiliates accepts any
liability arising from the use of this announcement.