NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

***

Otovo AS ("Otovo") announces that it has resolved to launch an offer (the "Offer") for all the shares in European Distributed Energy Assets Holding AS ("EDEA").

The Offer will be a share-for-share exchange offer, where Eligible Shareholders (as defined below) in EDEA will be offered 1.7 shares in Otovo (the "Consideration Shares") for each tendered share in EDEA. At launch the Offer is supported by 52.66% of the shareholders in EDEA, and it is unanimously recommended by the independent members of the board of directors in EDEA. At launch 34.02% of the Eligible Shareholders have pre-accepted the Offer, and in addition Otovo currently holds 18.64% of the shares in EDEA.

In the Offer, Otovo is valued at NOK 24.794 per share, corresponding to a total equity value of NOK 2,641,163,742, based on volume-weighted trades since Monday 8 November 2021. The consideration offered by Otovo to the eligible EDEA shareholders, values the EDEA Share at NOK 42.15 per share, corresponding to a total equity value of NOK 271,384,859. The value represents a return of 69% for investors participating in the fundraising in EDEA that took place in October 2020, and the offer is approximately 6% above the last trade in EDEA on the NOTC list.

Eligible Shareholders are the EDEA shareholders as of 3 November 2021, as appearing in the VPS on 5 November 2021, but excluding any shareholders behind nominee accounts unless Otovo knows the identity of the ultimate shareholder as at the date hereof. 

Further information regarding the offer, including the background, the strategic rationale, and the statement made by the board of directors of EDEA, is further described in the offer document available at https://investor.otovo.com/ and https://edeaholding.com/

***

The Consideration Shares will be ordinary shares of Otovo, to be issued as new shares in the same class of shares as the existing shares of Otovo already listed on Euronext Growth Oslo.

No fractional Consideration Shares will be issued, and for each accepting Eligible Shareholder the consideration will be rounded down to the nearest whole number of Consideration Shares (without any compensation for such rounding).

***

The acceptance period will commence at 09:00 CET on 10 November 2021 and end at 16:30 CET on 24 November 2021.

An offer document will be available on https://investor.otovo.com/ and https://edeaholding.com/, subject to regulatory restrictions, prior to commencement of the acceptance period. The offer document contains information regarding Otovo, the Consideration Shares, a description of the main risk related to an investment in Otovo and the Consideration Shares and a statement from the board of directors of EDEA in connection with the Offer from Otovo. As the shares in EDEA are not listed on any exchange or regulated market, the offer document has not been subject to review by any take-over or other public or supervisory authority, and the take-over rules in chapter 6 of the Norwegian Securities Trading Act are not applicable. As EDEA has less than 150 shareholders, the Offer (including the Offer of Consideration Shares) will not trigger any requirement to prepare a prospectus for Otovo.

The completion of the Offer will be subject to several customary conditions (and /or waiver thereof by Otovo in its sole discretion), such as (i) minimum acceptance of 90%, (ii) approval by the general meeting of Otovo, (iii) no action by relevant authority, (iv) no obligation to prepare a prospectus and (v) ordinary conduct of business.

Following expiry of the Offer Period and subject to the other conditions for completion of the Offer being fulfilled and/or waived by Otovo, the board of directors of Otovo will call for an extraordinary general meeting of Otovo in order to approve the share capital increase for the issuance of the Consideration Shares (whereby the tendered Shares will be contributed to Otovo as contribution in kind) within one week following expiry of the Offer Period (as extended). The notice period for the extraordinary general meeting is one week. Subject to approval by the extraordinary general meeting of Otovo of the issuance of the Consideration Shares, Otovo will seek to have the share capital increase registered in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret) (the "NRBE") as soon as possible after the extraordinary general meeting. Final settlement by delivery of the Consideration Shares to the Eligible Shareholders who have accepted the Offer is expected shortly after the completion of the registration of the share capital increase in the NRBE.

Skandinaviska Enskilda Banken AB (publ) (Oslo Branch) (“SEB”) provided a fairness opinion to the board of directors of EDEA. Advokatfirmaet CLP DA is acting as legal counsel to EDEA. 

IMPORTANT INFORMATION:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Otovo. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. 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 is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made.