Norsk Solar AS, a leading independent power producer specializing in developing, building, financing and operating solar power plants in emerging markets (“Norsk Solar” or the “Company”), has engaged SpareBank 1 Markets AS as Global Coordinator and Joint Bookrunner and Fearnley Securities AS as Joint Bookrunner, and SpareBank 1 SR-Bank ASA, Markets as Manager (the “Managers”) to advise on and effect a private placement of between 10,526,316 and 13,157,895 new shares in the Company, each with a par value of NOK 0.01 (the “Offer Shares”), to raise gross proceeds between approximately NOK 100,000,000 to NOK 125,000,000 (the “Private Placement”), in connection with the contemplated admission to trading of the Company's shares on Euronext Growth Oslo (the “Listing”).
The net proceeds from the Private Placement will be used for investments in power producing assets, development of new power-production projects, working capital, and general corporate purposes. The price per share in the Private Placement has been set to NOK 9.50 (the “Offer Price”), implying a total value of the Company’s currently issued and outstanding shares of approximately NOK 601 million.
“Norsk Solar has emerged to become one of the fastest-growing independent solar power producers globally within the corporate & industrial (“C&I”) segment and we are positioned for strong growth in the coming years. With a unique ecosystem for portfolio financing of solar assets, along with our global presence for project origination and execution, we believe Norsk Solar is well-placed to take a significant position in the global market both within the C&I and Governmental/Utilities segment. Listing on the Euronext Growth validates our ambitions and capacity as a company,” says Øyvind L. Vesterdal, CEO of Norsk Solar.
Norsk Solar’s board of directors will also be strengthened by the appointment of Kristin Skofteland and Joakim Johnson as new board members, who will contribute to the board with expertise and experience from their positions as senior executives from international industrial and fund management companies.
Transaction details
The application period in the Private Placement will commence today, 24 March 2021 at 09:00 CET and close on [25] March 2021 at [16:30] CET. The Managers and the Company may, however, at any time resolve to shorten or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. Norsk Solar has on 24 March 2021 applied for the Listing, and the first day of trading on Euronext Growth Oslo is, subject to successful completion of the Private Placement and the necessary approvals from Oslo Børs, expected to be shortly after completion of the Private Placement, currently anticipated on or about 12 April 2021 under the ticker symbol “NSOL”.1
The Private Placement will be directed towards Norwegian and international investors, in each case subject to available exemptions 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 have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the EU Prospectus Regulation (EU) 2017/1129 and ancillary regulations are available.
The completion of the Private Placement is subject to (i) corporate resolutions of the Company required to implement the issue of the Offer Shares, including the Company’s board of directors’ resolution to proceed with the Private Placement and to issue the Offer Shares, (ii) registration with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) of the share capital increase pertaining to the issue of the Offer Shares, and (iii) the Offer Shares being issued in the VPS.
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.
