Scatec Solar ASA announces conditional early redemption
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, November 6, 2017: Scatec Solar ASA (the "Issuer") hereby gives conditional
notice that it will redeem in full its outstanding NOK 500,000,000 FRN Senior
Unsecured Bond Issue 2015/2018 (ISIN NO0010752298) (the "Bonds").
Unless otherwise defined herein, terms used in the consent solicitation
memorandum dated 23 October 2017 (the "Consent Solicitation Memorandum") shall
have the same meaning in this announcement.
In accordance with the bond agreement governing the Bonds (the "Bond
Agreement"), the Issuer has today sent notice of Early Redemption to the
Bondholders. All Bonds are contemplated to be redeemed at the early redemption
price (the "Early Redemption Price") corresponding to 104.25 per cent. of par
value together with accrued and unpaid interest in accordance with the Bond
Agreement.
The Early Redemption settlement date is set to and will be made on or about 23
November 2017. Payment of the Early Redemption Price will, if completed, be made
to each person who, in accordance with the Bond Agreement, is registered as a
Bondholder in the Securities Depository at end of business on 21 November 2017.
This notice of Early Redemption is conditional on the successful settlement of
the issue of New Bonds priced on 31 October 2017. No separate announcement will
be released once this condition has been fulfilled.
Subject to settlement of the issue of New Bonds, payment of the Early Consent
Fee of 0.50 per cent. in respect of the Bonds will be paid on or around the
Early Redemption date to eligible investors in accordance with the terms and
conditions of the Consent Solicitation, as described in the Consent Solicitation
Memorandum.
For questions relating to the Early Redemption or the Consent Solicitation,
please contact the Solicitation Agents.
Solicitation Agents:
Nordea Bank AB (publ), Filial i Norge
Tlf.: +45 6161 2996
Email: nordealiabilitymanagement@nordea.com
Swedbank Norge, Norwegian Branch of Swedbank AB (publ)
Tlf.: +46 8 700 90 22
Email: casper.bangstad@swedbank.se
Consent Solicitation Paying Agent:
Nordea Bank AB (publ)
Email: issuersecustodian@nordea.com
About Scatec Solar
Scatec Solar is an integrated independent solar power producer, delivering
affordable, rapidly deployable and sustainable source of clean energy worldwide.
A long term player, Scatec Solar develops, builds, owns, operates and maintains
solar power plants, and already has an installation track record of close to
600 MW.
Currently, the company is producing electricity from 322 MW of solar power
plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and
another 394 MW are under construction.
With an established global presence, the company is growing briskly with a
project backlog and pipeline of more than 1.5 GW under development in the
Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in
Oslo, Norway.
Important Notice
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Issuer. The Issuer's financial advisors are acting
exclusively for the Issuer and no one else, and will not be responsible to
anyone other than the Issuer for providing the protections afforded to their
respective clients, or for advice in relation to the Proposal or the New Bond
Issue (collectively the "Transaction"), the contents of this announcement or any
of the matters referred to herein. The Transaction and the distribution of this
announcement and other information in connection with the Transaction may be
restricted by law in certain jurisdictions. The Issuer 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 Transaction has not been, and 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 Transaction
in any jurisdiction 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 Issuer 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.
Any bonds in relation to the Transaction 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 Issuer. 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 investor
material made available by the Issuer 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.