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2019-05-20 08:15:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Oslo, Norway, 20 May 2019: Solon Eiendom ASA (“Solon” or the “Company”) has successfully completed a private placement of 9,114,361 new shares (the "New Shares") at a subscription price of NOK 38.00 per share yielding approximately NOK 346 million in gross proceeds to the Company (the “Private Placement”). The Private Placement, which represents approximately 15% of the current outstanding shares in the Company, was directed towards a group of leading investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. The subscription price in the Private Placement was set at a premium to the closing price in the Company’s share of NOK 37.80 on 16 May 2019, the last trading day in the Company’s shares on the Oslo Stock Exchange prior to this announcement. The net proceeds from the private placement will be used to fund further acquisitions of property and to strengthen the Company’s balance sheet. In connection with the Private Placement, the Board of Directors of the Company has resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders since it allows the Company to bring in new high quality investors as shareholders in Solon and to raise capital more efficiently and with lower transaction costs than in a rights offering. Furthermore, the price in the Private Placement was set at a premium to the prevailing market price in the Company’s share. Notification of allotment of the New Shares in the Private Placement and payment instructions is expected to be sent to the applicants on 20 May 2019. The Private Placement is divided into two tranches. One tranche is consisting of 6,076,241 New Shares (“Tranche 1”) and a second tranche of 3,038,120 New Shares (“Tranche 2”). The share capital increase pertaining to Tranche 1 of the Private Placement was resolved by the Board of Directors pursuant to an authorization by the Company's general meeting held 7 May 2019, while the completion of the Tranche 2 of the Private Placement is subject to the approval by an extraordinary general meeting (the “EGM”) to be held in the Company on or about 13 June 2019. Notice of this EGM is expected to be distributed on or about 22 May 2019. Settlement of the allocated New Shares in Tranche 1 is expected to take place on or about 22 May 2019. Settlement of the allocated New Shares in Tranche 2 is expected to take place shortly after the approval by the EGM. Settlement of Tranche 1 is not conditional upon settlement of Tranche 2 under the Private Placement, and if the EGM should not approve to issue New Shares in Tranche 2, or Tranche 2 for another reason should not be completed, acquisition of New Shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants. Investors being allocated shares in the Private Placement have undertaken to vote in favour of Tranche 2 at the EGM. The New Shares allocated in Tranche 1 will be tradable upon registration of the share capital increase pertaining to Tranche 1 of the Private Placement with the Norwegian Register of Business Enterprises (expected on or about 23 May 2019). The New Shares allocated in Tranche 2 will be registered under a separate ISIN pending approval of a listing prospectus by the Financial Supervisory Authority of Norway, and will not be listed or tradable on Oslo Børs until the listing prospectus has been approved, expected during June 2019. Following the completion of the Private Placement and the issue of the New Shares, Solon's share capital will increase by NOK 9,114,361 to NOK 69,876,773, comprising 69,876,773 shares with a nominal value of NOK 1.00 per share. The following primary insiders were allocated New Shares in the Private Placement: Primary insider and Chief Executive Officer Stig L. Bech was allocated 26,500 New Shares in the Private Placement. Following the Private Placement, Bech will hold 26,500 shares in the Company, corresponding to approximately 0.04% of the share capital following registration of the New Shares. Vatne Property AS, a company owned by primary insider and Board Member Runar Vatne was allocated 1,000,000 New Shares in the Private Placement. Runar Vatne and associated companies will hold 14,130,025 shares in the Company, corresponding to approximately 20.22% of the share capital following registration of the New Shares. UFI AS, a company owned 33.34% by primary insider and Board Member Øystein A. Landvik, was allocated 200,000 New Shares in the Private Placement. UFI AS will hold 414,980 shares in the Company, corresponding to approximately 0.59% of the share capital following registration of the New Shares. UFI AS further holds a TRS agreement with the underlying exposure to 6,516,332 shares, equaling 9.33% of the total share capital following registration of the New Shares. ABG Sundal Collier ASA and Arctic Securities AS have acted as financial advisors and Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the Private Placement. For further information, please contact: Simen Thorsen, Chairman of the Board, Solon Eiendom ASA Tel: +47 918 86 886, email: st@soloneiendom.no Stig L. Bech, Chief Executive Officer, Solon Eiendom ASA Tel: +47 913 72 668, email: slb@soloneiendom.no About Solon Eiendom Solon Eiendom is a Norwegian residential real estate development company focusing on the Oslo and Akershus region. Important Notice: The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is 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 respective clients, or for advice in relation to the transactions, the contents of this announcement or any of the matters referred to herein. The transactions and the distribution of this announcement and other information in connection with the transactions 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 or in any other jurisdiction. The transactions have not, and shall not, be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the transactions in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information. 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. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision. This information is subject of the disclosure requirements acc. to §5-12 (Norwegian Securities Trading Act).