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Tuesday, 8 August 2017

EAM Solar ASA : Approved prospectus 8 August 2017

EAM Solar ASA    

Published: 16:41 CEST 08-08-2017 /GlobeNewswire /Source: EAM Solar ASA / : EAM /ISIN: NO0010607781

EAM Solar ASA : Approved prospectus 8 August 2017

 

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA 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

 

EAM SOLAR ASA - APPROVAL OF PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE, LISTING OF SUBSCRIPTION RIGHTS AND LISTING OF SHARES

 

Reference is made to the announcement from EAM Solar ASA (the "Company") on 26 June 2017 regarding the fully underwritten rights issue directed towards shareholders of the Company (the "Rights Offering"), and the approval of the Company's general meeting on 8 August 2017 of the Rights Offering of 1,250,000 new shares in the Company (the "New Shares") and the issuance of 532,210 new shares in the Company to EAM Solar Park Management AS (the "Consideration Shares").

 

The Financial Supervisory Authority of Norway has on 8 August 2017 approved a prospectus for the offering and listing of the 1,250,000 New Shares at a subscription price of NOK 24 per new share with tradable subscription rights, and the listing of the 532,210 Consideration Shares.

 

The prospectus will be made publicly available at the offices of the Company (Dronningen 1, 0287 Oslo, Norway). The prospectus will also be made available on the Company's website www.eamsolar.no and on www.carnegie.no.

 

The Company's shareholders as registered in the VPS on 10 August 2017, who are not resident in a jurisdiction where such offering would be unlawful, or (in jurisdictions other than Norway) would require any prospectus filing, registration or similar action, will receive 0.22312 subscription rights for each share that they own in the Company on the above-mentioned date. The issuance of the Consideration Shares will be registered with the Norwegian Register of Business Enterprises on 9 August 2017 and the Consideration Shares will consequently be entitled to subscription rights in the Rights Issue. The ratio of subscription rights to existing shares has been calculated on this basis.

 

The number of subscription rights issued to each shareholder has been rounded down to the nearest whole subscription right. The holders of subscription rights will be entitled to subscribe for and be allocated one (1) New Share for every (1) subscription right held. Oversubscription and subscription without subscription rights is permitted. The subscription rights will be fully tradable and listed on Oslo Axess with ticker code "EAM T" in the period from 11 August 2017 to 24 August 2017.

 

The subscription period in the Rights Offering commences 11 August 2017 and expires 28 August 2017 at 16:30 CET. The New Shares to be issued in the Rights Offering are expected to be delivered to investors and be tradable on Oslo Axess on or about 4 September 2017.

 

Subscription rights that have not been sold prior to the expiry of the trading period for the subscription rights or that have not been used to subscribe for New Shares prior to the expiry of the subscription period will lapse and no longer have any value for the holders.

 

Shareholders who do not exercise their subscription rights will have their ownership percentage diluted by approximately 20%.

 

New Shares may not be subscribed by investors who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action. Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise subscription rights / subscribe for New Shares, reference is made to Section 15 "Selling and transfer restrictions" in the prospectus.

 

The main shareholders of the Company have fully underwritten the Rights Offering at a guarantee commission of 2% of the underwritten amount (the "Underwriting Agreement"). The underwriters' obligation was conditional upon the resolution of the Company's extraordinary general meeting on 8 August 2017 to carry out the Rights Offering and the prospectus being approved by the Financial Supervisory Authority of Norway. These conditions have been met.

 

The Company has appointed Carnegie AS as Manager for the Rights Offering. Advokatfirmaet Wiersholm AS is the Company's legal counsel.

 

For further queries, please contact:

Viktor E. Jakobsen, CEO, phone +47 9161 1009, viktor@eam.no.

 

About EAM Solar: EAM Solar is a utility company that acquires and operates solar power  plants. The Company currently owns solar PV power plants in Italy. The plants are operating under long-term sales contracts.

 

This  information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

 

 

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of EAM Solar ASA. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of EAM Solar ASA referred to in this announcement should be based exclusively on the prospectus published by EAM Solar ASA for such purpose.

 

This announcement and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or publications with a general circulation in the United States. This announcement does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The new shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the new shares in the United States of America.

 

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

 

The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

 

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

 

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of EAM Solar ASA and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. EAM Solar ASA assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.



 




This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of NASDAQ OMX Corporate Solutions clients. Source: EAM Solar ASA, Dronningen 1, Oslo 0287, Norway
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