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, 11 March 2013
EAM Solar ASA launces Initial Public Offering
The board of directors of EAM Solar ASA (“EAM Solar” or the “Company”) has resolved to offer between 1,000,000 and 2,000,000 new shares (the “Offer Shares”) with the aim of raising gross proceeds of between NOK 100 million and 200 million in the Initial Public Offering (the “Offering”) to be completed in connection with the listing of the Company’s shares on Oslo Axess. Furthermore, the joint bookrunners have been granted an over-allotment option of up to 10-15% of the base deal. The price range has been set at between NOK 100 to NOK 120 per share, implying a market capitalisation of EAM Solar prior to the Offering of between NOK 120 million and NOK 144 million.
***
Reference is made to the stock exchange notice of 21 February 2013 where EAM Solar announced that the Company had sent an application for listing on Oslo Axess.
The board of directors of EAM Solar has resolved to offer between 1,000,000 and 2,000,000 Offer Shares with the aim of raising gross proceeds of between NOK 100 million and NOK 200 million in the Offering to be completed in connection with the listing of the Company’s shares on Oslo Axess. Furthermore, Carnegie, acting as stabilisation manager, has been granted an over-allotment option of up to 10-15% of the base deal. The price range has been set at between NOK 100 to NOK 120 per Offer Share, implying a market capitalisation of EAM Solar prior to the Offering of between NOK 120 million and NOK 144 million.
The Offering will comprise:
(i) an institutional offering, in which Offer Shares are offered to institutional investors in Norway and certain other jurisdictions, in reliance on Regulation S under the Securities Act, and to qualified institutional buyers (“QIBs”) in the United States in reliance on Rule 144A under the Securities Act, subject to a minimum application of NOK 500,000; and
(ii) a retail offering in which Offer Shares are offered to the public in Norway subject to a lower limit per Application of NOK 10,500 and an upper limit per Application of up to NOK 499,999 for each investor. Each investor subscribing for an amount of NOK 10,500 or more in the retail offering will receive a discount of NOK 1,000 on the aggregate Offer Price for the Offer Shares allocated to such investor
The bookbuilding for the institutional offering and the application period for the retail offering will commence on 11 March 2013 at 09:00 hours (CET) and run until 16:30 hours (CET) on 19 March 2013 for the institutional offering and 14:00 hours (CET) on 19 March 2013 for the retail offering, subject to shortening and extension. The final number of Offer Shares, and the final price per Offer Share, will be determined by the Company after completion of the book building period for the institutional offering.
The outcome of the Offering and conditional allocations are expected to be announced on or about 20 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, it is expected that trading of the shares on Oslo Axess will commence on or around 26 March 2013 under the symbol “EAM”.
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. The Company has already received pre-commitments from a limited number of existing shareholders and new investors to subscribe for Offer Shares in the Offering for approximately NOK 90 million.
Arctic Securities ASA and Carnegie AS are acting as joint-lead managers and joint bookrunners in connection with the Offering. For further details on the Offering, please refer to the Prospectus dated 8 March 2013, available at the Company business address and web-site, in addition to the joint-lead managers’ offices and web-sites.
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. 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 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.