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Oslo, 20 March 2013
EAM - Successful completion of Initial Public Offering
EAM Solar ASA (“EAM Solar” or the “Company”) is pleased to announce the successful completion of its initial public offering (the “Offering”) with its shares to be listed on Oslo Axess under the trading symbol “EAM”. The Offering, which was priced at NOK 100 per Offer Share, includes a total of 1,120,000 Offer Shares. In addition, 112,000 Offer Shares, representing 10% of the Offering (excluding the over-allotment), has been allotted pursuant to an over-allotment facility. The first day of trading in the Company’s shares on Oslo Axess will be 26 March 2013, subject to the approval of the Company`s application for listing on Oslo Axess by the board of Oslo Børs ASA on 20 March 2013.
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The board of directors of EAM Solar has resolved to issue 1,120,000 Offer Shares, each with a par value of NOK 10, in the initial public offering of shares in EAM Solar on Oslo Axess. Furthermore, the Company has granted the Joint Bookrunners an over-allotment option of up to 112,000 Offer Shares, exercisable by Carnegie as stabilisation manager within 30 days from the first day of listing. A separate disclosure will be issued by the stabilisation manager regarding over-allotment and stabilisation activities.
The Offering, which was primarily subscribed by high quality domestic institutional investors, was priced at NOK 100 per Offer Share, resulting in approx. NOK 112 million in gross proceeds to the Company and a market capitalisation of EAM Solar after completion of the Offering assuming full-exercise of the over-allotment option of approx. NOK 250 million. Furthermore, 179,000 warrants have been allocated to a limited number of investors that had pre-committed to subscribe for Offer Shares in the Offering. Following the Offering, the Company will have approx. 230 shareholders.
The net proceeds to the Company resulting from the Offering will be used to finance further acquisitions of solar power plants and to repay a shareholder bridge loan. EAM Solar is currently negotiating possible purchases of new solar power plants in Italy, which may considerably increase the Company’s electricity production capacity. New project investments will be funded through a combination of debt financing and new equity.
Subject to the approval of the Company’s application for listing on Oslo Axess by the board of Oslo Børs ASA later today it is expected that registration of the Offer Shares in the Norwegian Business Register will take place on Friday 22 March 2013. For investors in the institutional offering, the payment date in respect of allocated Offer Shares is set to Thursday 21 March 2013, while delivery of Offer Shares will occur on or about Monday 25 March 2013. For investors in the retail offering, for which timely payment is received as set out in the prospectus in relation to the Offering (with bank accounts to be debited on or about Thursday 21 March 2013), delivery of allocated shares is expected to take place on or about Monday 25 March 2013.
The first day of trading in the Company’s shares is expected to be on Tuesday 26 March 2013.
Arctic Securities ASA and Carnegie AS acted as joint-lead managers and joint bookrunners in connection with the Offering.
For further information, please contact:
Audun W. Iversen, CEO, EAM Solar, phone +47 916 16 250, email [email protected]
Viktor E. Jakobsen, Chairman, EAM Solar, phone +47 916 11 009, email [email protected]
About EAM Solar:
EAM Solar is a utility company that acquires and operates solar power plants. The Company currently owns two solar power plants – Varmo and Codroipo in Italy – which were acquired during the winter 2011/12. The two plants hold an aggregate production capacity of 4.65 MW, and are operating under long-term sales contracts covering the minimum economic lifetime of the plants. EAM Solar acquires power plants that are commissioned, connected to the grid and in power production at the time of financial close.
Important Notice:
This announcement is not and does not form a part of any offer for sale of securities. 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”).
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.
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.