Minutes from EGM in EAM Solar ASA 7 March 2013.pdf
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: [email protected]
Viktor E. Jakobsen, Chairman, EAM Solar, phone +47 916 11 009, email: [email protected]
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.