Contemplated Private Placement to finance the Company’s Growth Opportunities
Oslo, Norway, 9 December 2020: Cloudberry Clean Energy AS ("Cloudberry" or the "Company") has retained Carnegie AS and Pareto Securities AS as Joint Lead Managers and Joint Bookrunners (collectively referred to as the "Managers") to advise on and effect a contemplated private placement directed towards Norwegian and international investors, subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements (the "Private Placement"). The Company is contemplating to raise gross proceeds of between NOK 300 and 500 million by issuing new shares in the Company through an accelerated bookbuilding process (the "Offer Shares").
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Cloudberry intends to use the net proceeds from the Private Placement to realise the Company’s near-term growth opportunities (the “Growth Opportunities”), as well as for general corporate purposes. The Growth Opportunities include a wind farm investment and the acquisition of five hydro power assets, which require equity financing, in addition to an in-house developed shallow water windfarm.
Wind farm investment and acquisition of hydro power assets in Norway
Cloudberry has entered a share purchase agreement for the acquisition of up to 33.4% of the shares in Odal Vindkraftverk AS (the "Odal Windfarm") with an estimated equity requirement of up to NOK 359 million for completion of construction. The Odal Windfarm is developed together with experienced partners KLP and Akershus Energi, and Cloudberry will add value as a financial sponsor and industrial partner in the project. Commenting on Cloudberry’s participation, Eskil Lunde Jensen, CEO at Akershus Energi says: "We are pleased to welcome Cloudberry as a partner in the project. With their industrial perspective and existing investments in wind power and hydropower, Cloudberry will increase the total competence and contribute valuable experience to the partnership".
Furthermore, Cloudberry intends to acquire five Norwegian hydro power assets with an estimated equity consideration of NOK 121 million. The Company has secured exclusivity to acquire the hydro power assets, and targets to agree and execute customary transaction documents before year end 2020.
In-house development of shallow water windfarm in Sweden
In addition, following the conditional sale of 80% of a 100 MW near-shore shallow water windfarm at Vänern, Sweden to Downing LLP, the Company intends to retain a 20% paying interest in the project developed in-house by Cloudberry.
"Cloudberry is on a growth journey in the Nordic wind and hydro power market. We started the year with an annual net production capacity of 11 GWh, and today we have a net secured production of 160 GWh. By realising our growth opportunities in Odal Windfarm, the hydro assets and Vänern, we will approximately triple our net secured production, taking the figure to 449 GWh”, says Anders Lenborg, CEO of Cloudberry.
Credit facility from Fontavis secured
Cloudberry has secured NOK 237 million in available funds through a credit facility provided by Fontavis at attractive terms, which enables it more flexibility with regards to financing of the Growth Opportunities. With the credit facility fully drawn, Cloudberry will have sufficient cash on its balance sheet to finance the Growth Opportunities at the minimum Private Placement transaction size of NOK 300 million.
An updated Company presentation describing the Growth Opportunities in more detail is available on the Company’s website www.cloudberry.no and attached to this notice.
Information on the contemplated Private Placement
The Managers have received indications for subscriptions in the Private Placement from the following primary insiders and large shareholders in the Company:
- Havfonn AS and Snefonn AS, both represented on the board of directors of the Company (the "Board") by Morten Bergesen, have indicated interest to subscribe for a total of NOK 50 million.
- Joh Johannson Eiendom AS has indicated interest to subscribe for NOK 50 million.
- CCPartner AS, wholly owned by Frank J. Berg, chairman of the Board, has indicated interest to subscribe for NOK 5 million.
- Lenco AS, wholly owned by Anders Lenborg, CEO in the Company, has indicated interest to subscribe for NOK 2 million.
- Lotmar Invest AS, wholly owned by Jon Gunnar Solli, COO in the Company, has indicated interest to subscribe for NOK 100,000.
The final number of Offer Shares to be issued in the Private Placement and the subscription price for the Offer Shares will be determined by the Board and requires approval from an Extraordinary General Meeting (the "EGM").
The Application Period for the Private Placement will commence on 9 December 2020 at 09:00 CET and is expected to close on 11 December 2020 at 14:00 CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or to extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act, the Prospectus Regulation and ancillary regulations, are available. The allocation will be made at the sole discretion of the Board after input from the Managers. Allocation will be based on criteria such as (but not limited to), current ownership in the Company, price leadership, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. The Offer Shares will be issued based on an EGM expected to be held on or about 21 December 2020 to resolve the share issue. The Private Placement will be settled with new shares in the Company to be listed on Euronext Growth Oslo. The Managers will enter into a pre-payment agreement to ensure timely registration of the new share capital. The Offer Shares will thus be tradable following registration of the share capital increase in the Norwegian Registry of Business Enterprises (“Brønnøysundregisteret”) whereby the Managers will settle on a delivery versus payment basis to the investors. The Company will announce the results of the Private Placement in a stock exchange announcement expected to be published before opening of markets, 14 December 2020 (subject to any changes to the Application Period).
The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner to finance the Growth Opportunities. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced book-building process.
The Company may, subject to completion of the Private Placement, and certain other conditions, propose to carry out a subsequent offering of new shares which, subject to applicable securities law, will (subject to changes to the Application Period) be directed towards existing shareholders in the Company as of 11 December 2020 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
For further information, please contact:
Anders Lenborg, CEO, +47 934 13 130, firstname.lastname@example.org
Christian Helland, CVO, +47 418 80 000, email@example.com
Suna Alkan, CSO, +47 913 02 907, firstname.lastname@example.org
Cloudberry Clean Energy AS is a Nordic renewable energy company, owning, developing, and operating hydro power plants and wind farms in Norway and Sweden. The Company`s purpose is to provide clean renewable energy for future generations, developing a sustainable society for the long term and creating value for our stakeholders. The Company believes in a fundamental long-term demand for renewable energy in the Nordics and Europe, and purpose shapes every aspect of how Cloudberry operates.
Cloudberry is a public Euronext Growth (Merkur Market) company supported by strong owners and led by an experienced management team and board. The Company is located in Oslo, Norway (main office) and Karlstad, Sweden. To learn more about Cloudberry, go to www.cloudberry.no.
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. 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. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State). In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Any Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. Current market conditions are affected by the COVID-19 virus outbreak. The development in both Cloudberry's operations as well as relevant financial markets in general may be affected by government measures to mitigate the effect of the virus, reduction in activity, unavailable financial markets and other. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. This announcement is made by and, and is the responsibility of, the Company. The Managers 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 respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.