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Alternus Energy Group Plc: Launch of private placement ahead of listing on Euronext Growth Oslo.
Oslo, 23 June 2021: Alternus Energy Group Plc (“Alternus” or the “Company”), a fast-growing pan-European power producer with focus on the midsized utility scale solar PV market, today announces the launch of a private placement of up to 2,000,000 new shares in the Company (the “Offer Shares”) to be delivered through the Norwegian Central Securities Depository (the "VPS") in the form of depository receipts (the "Depository Receipts"), to raise gross proceeds of up to NOK 56 million (“The Private Placement”).
Alternus has engaged Arctic Securities AS (“Arctic” or the “Manager”) as Sole Global Coordinator and Bookrunner in connection with the Privat Placement and subsequent listing on Euronext Growth Oslo.
The net proceeds from the Private Placement will be used to support Alternus’ growth strategy through the acquisition of additional solar projects, and for working capital purposes.
Vincent Browne, Executive Chairman and CEO of Alternus commented:
“Listing on Euronext Growth Oslo is a significant milestone for us as we now enter a new phase in our remarkable growth journey. The world is currently in a one-time transition from fossil fuels to renewable energy, and solar power is a key component of this transition. With the help of our partners and investors we are determined and proud to make this amazing and “limitless” energy source widely available, and we have never been better positioned to succeed with this mission.”
About Alternus Energy Group Plc
Alternus is a fast-growing pan-European vertically integrated independent power producer (“IPP”), headquartered in Ireland, with a focus on the midsized utility scale solar PV market in Europe. Alternus owns and operates a diverse portfolio of utility scale solar PV parks that connect directly to national power grids on long-term government contracts and/or Power Purchase Agreements with investment grade off-takers. Alternus works closely with both local and international specialist development partners that each provide a constant pipeline of new projects for acquisition and construction by Alternus. Alternus aims to own and operate over 3.5 GWs of solar parks by the end of 2025 and to become one of the largest pan-European IPPs by the end of this decade.
The private placement in brief
The price per share in the Private Placement has been set to NOK 28, equivalent to a pre-money equity value of the Company of NOK 663 million based on 23,682,276 total shares in the Company.
The application period in the Private Placement will commence today, 23 June 2021 at 16:30 CEST and close on 24 June 2021 at 16:30 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of New Shares will be determined by the Company in consultation with the Manager after completion of the application period.
The Company and members of the Company's board of directors and management will enter into customary lock-up arrangements with the Sole Global Coordinator that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Sole Global Coordinator, issue, sell or dispose of shares, as applicable, for a period of six months for the Company and 12 months for members of the Company's board of directors and management after the commencement of trading in the shares on Euronext Growth Oslo and until 5 January 2022 for certain other large existing shareholders.
Application for admission on Euronext Growth Oslo:
The Company has applied, and expects, subject to the necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is currently anticipated to be on or about 30 June 2021.
Conditions for the Private Placement:
The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Issuance and delivery of the New Shares and payment for the New Shares in the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company’s board of directors resolving to consummate the Private Placement and allocate the Offer Shares, (ii) the New Shares being validly issued and (iii) issuance of the Depository Receipts with the VPS.
The Company's board of directors reserves the right to cancel the Private Placement at any time and for any reason prior to delivery of the New Shares. The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation. Further announcements relating to the Private Placement and the admission will be made in due course.
Advisors
The Company has appointed Arctic Securities AS to Sole Global Coordinator and Bookrunner in the Private Placement and subsequent listing on Euronext Growth Oslo. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company, while First House has been engaged as advisors on communication.
For more information, please contact:
Vincent Browne, CEO and Executive Chairman in Alternus Phone: +353 (86) 402 9994, e-mail: vb@alternusenergy.com
Michael Hansson, IR and Media contact for Alternus Phone: +47 994 53 303, e-mail: hansson@firsthouse.no
Important Notice
These materials do 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 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.
The 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", "intend", "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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Manager is 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 its respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager 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.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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 information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.