GENERAL MEETING - UPDATE ON IPO PROCESS - MANAGEMENT AGREEMENT
EAM SOLAR ASA
GENERAL MEETING - UPDATE ON IPO PROCESS - MANAGEMENT
AGREEMENT
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS STOCK EXCHANGE NOTICE
Oslo, 7 March 2012
Reference is made to the notice of an extraordinary
general meeting of EAM Solar ASA ("EAM Solar")
distributed on 21 February 2013 and the addendum to
the notice distributed on 27 February 2013. The
extraordinary general meeting was held today. All
proposals were unanimously approved. The minutes of
the general meeting are attached hereto.
The general meeting's approval of the proposed IPO
marks an important step towards a listing of EAM Solar
on Oslo Axess. EAM Solar expects to publish a
prospectus and commence the offering period for the
IPO shortly.
In consultation with Oslo Børs, EAM Solar has
concluded that it is appropriate to provide a
description of certain provisions of the management
agreement in place in relation to the company.
EAM Solar has entered into a management agreement with
EAM Solar Park Management AS ("SPM") who will provide
all administrative, technical, and operational
services to the company. EAM Solar has no employees.
The management agreement contains provisions for the
obligations of SPM to execute all necessary business
activities.
EAM Solar will cover the costs of activities directly
attributable to the operations and maintenance of EAM
Solar's solar power plants and the other services as
set out in the management agreement. Such costs
include salary costs, social benefits, office costs
and out-of-pocket expenses. EAM Solar will compensate
SPM on all direct operational costs without margin. As
required through the management agreement, SPM shall
each year, and no later than the 30 November, prepare
a cost budget for the following year and present it to
the board of EAM Solar for approval.
In addition, SPM is entitled to a royalty of 12.5% of
the pre-tax profits of EAM Solar. The annual pre-tax
profit that shall form basis for calculating the
royalty is defined as net result for the fiscal year
after operational costs, depreciation and amortization
and net financial items. As further described in an
annex to the management agreement, certain adjustments
shall be made to the pre-tax profit in order to
reflect; (i) non-cash accounting items (e.g. asset
write downs and revaluation); and (ii) acquisition and
transaction costs which otherwise would have been
expensed in the year the costs have been incurred
(such costs shall be capitalized and depreciated
during the assets operating lifetime). The royalty
shall be based on the audited annual accounts, and is
paid out quarterly on the basis of quarterly accounts.
The royalty structure aligns the interests of SPM with
the interests of the shareholders in EAM Solar.
The board of directors of EAM Solar has the right
under the management to at all times be allowed full
access to the accounts and records of SPM which are
related to the services provided in accordance with
the management agreement.
The management agreement is entered into for an
initial term of 10 years. After the initial term, both
parties can terminate the management agreement by
giving 12 months' notice, at the earliest with effect
from 2021. Termination triggers a termination fee of 5
times the average royalty for the preceding two fiscal
years.
In the instance whereby a single investor or group of
investors (as defined by the Norwegian Securities
Trading Act section 2-5) have acquired or control at
least 90% of the shares in EAM Solar (e.g. corporate
take-over), the management agreement may be terminated
by SPM on 12 months' notice. Such termination will
trigger the termination fee.
The management agreement will be included in full as
an appendix to EAM Solar's listing prospectus.
For further information please contact:
Audun W. Iversen, CEO, EAM Solar, phone +47 916 16
250, email audun@eamsolar.no
Viktor E. Jakobsen, Chairman, EAM Solar, phone +47 916
11 009,
email viktor@eamsolar.no
Important Notice
The distribution of this announcement may be
restricted by law in certain jurisdictions. The
Company 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.
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.
This announcement is not and does not form a part of
any offer for sale of securities. Any offering of the
securities referred to in this announcement will be
made by means of a prospectus. This announcement is
not a prospectus for the purposes of Directive
2003/71/EC (together with any applicable implementing
measures in any Member State, the "Prospectus
Directive"). Investors should not subscribe for any
securities referred to in this announcement except on
the basis of information contained in the
aforementioned prospectus.
The securities referred to in this announcement have
not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in
the United States absent registration or an exemption
from the registration requirements of the Securities
Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to
register any part of the offering in the United States
or to conduct a public offering of securities in the
United States.
The contents of this announcement have been prepared
by and are the sole responsibility of the Company. The
financial advisors 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 clients, or for advice
in relation to the contents of this announcement or
any of the matters referred to herein.
This information is subject of the disclosure
requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.