Scatec Solar ASA: Update on the Initial Public
Offering
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
Scatec Solar ASA - Update on the Initial Public
Offering - Revised indicative price range and
extension of bookbuilding and application period
Oslo, 29 September 2014 - Scatec Solar ASA ("Scatec
Solar" or the "Company") hereby announces the
extension of the bookbuilding and application period
for the Company's initial public offering on the Oslo
Stock Exchange (the "Offering"). The bookbuilding
period for the institutional offering will now end on
Tuesday 30 September at 16:30 CET, while the
application period for the retail offering and the
employee offering will end on Tuesday 30 September at
12:00 CET. All other dates, as further described in
the prospectus dated 12 September 2014, will be
changed accordingly.
Furthermore, the board of directors of the Company,
after consultation with the Joint Bookrunners and the
Selling Shareholders, has set a new and revised
indicative price range for the Offering ranging from
NOK 19 to NOK 21 per Offer Share, which implies a pre-
money equity value of Scatec Solar of between NOK
1,283 million and NOK 1,418 million (USD 199 and USD
220 million).
The Company will still raise gross proceeds of NOK
500 million by issuing new shares in the Offering to
execute on the communicated strategy while, as a
result of the lowered indicative price range, the
Selling Shareholders intend to sell no more than 10
million existing shares in the Company. In addition,
pursuant to an over-allotment facility, the Joint
Bookrunners may elect to over-allot a number of
additional existing shares equalling up to 15 % of
the number of Offer Shares.
The Company has been informed that the Joint
Bookrunners in the Offering have secured orders at
the revised terms such that the Offering is
oversubscribed within the new indicative price range
by domestic and international institutional investors.
The scale back in the number of existing shares to be
sold is expected to be approximately pro rata between
the selling shareholders with the exception of the
members of the Company's management team which will
not sell any shares in the Offering (save for a
reduction in the ownership in the Company resulting
from the indirect ownership in the Company through
Scatec Invest AS and Scatec Solar Ansatte AS, as
further described in the prospectus dated 12
September 2014).
Completion of the Offering is conditional upon (i)
the satisfaction of the conditions for admission to
listing set by the Oslo Stock Exchange, and (ii) the
board of directors of the Company, in consultation
with the Joint Bookrunners, following the
bookbuilding process having approved the offer price
and the allocation of the Offer Shares and resolved
to issue the New Shares and complete the Offering.
Subject to the successful completion of the offering,
the first day of listing on the Oslo Stock Exchange
is expected to be on or about Thursday 2 October 2014.
On 28 September 2014, the Financial Supervisory
Authority of Norway approved a supplemental
prospectus reflecting the revised indicative price
range. The supplemental prospectus and the prospectus
will, subject to regulatory restrictions in
certain jurisdictions, be available at www.abgsc.com,
www.carnegie.no and www.scatecsolar.com (through a
link to the website of the managers). Hard copies of
the supplemental prospectus and the prospectus may
also be obtained free of charge by contacting the
Company or one of the managers.
ABG Sundal Collier Norge ASA and Carnegie AS are
acting as Joint Lead Managers and Joint Bookrunners
in the Offering. Advokatfirmaet Selmer DA is legal
advisor to the Company.
About Scatec Solar:
Scatec Solar is an integrated independent power
producer, aiming to make solar a sustainable and
affordable source of energy worldwide. Scatec Solar
develops, builds, owns and operates solar power
plants, and will in 2014 deliver power from 220 MW in
the Czech Republic, South Africa and Rwanda. The
company is in strong growth and has a solid pipeline
of projects under development in Africa, US, Japan,
Middle East and Europe. Scatec Solar is head
quartered in Oslo, Norway.
Important Notice
The contents of this announcement have been prepared
by, and are the sole responsibility of, the Company.
The Company's 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
respective clients, or for advice in relation to the
Offering, the contents of this announcement or any of
the matters referred to herein. The Offering and the
distribution of this announcement and other
information in connection with the Offering 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 or
in any other jurisdiction.
The Offering 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 Offering in any jurisdiction
outside of Norway 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
Company 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. The Offer Shares to be issued in the
Offering 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 Company. 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 prospectus
made available by the Company 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.