Successful completion of private placement
Oslo, Norway, 10 July 2020: Reference is made to the announcement published on 6 July 2020, regarding the private placement of new shares (the "Private Placement") in Cloudberry Clean Energy AS (“Cloudberry” or the "Company").
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF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.
The Company is pleased to announce that it has raised NOK 200 million in gross proceeds through the Private Placement of 16,666,667 new shares ("New Shares") at a price per share of NOK 12 (the "Offer Price"). The book was substantially oversubscribed and received strong interest from high quality institutional investors in the Nordics and internationally. The Private Placement was increased from an initial size of NOK 100-150 million. The Company intends to use the net proceeds from the Private Placement to finance the acquisition of a 34% ownership interest in 13 hydro-power assets and one power purchase offtake agreement in Norway (the "Acquisition") as well as for general corporate purposes.
Notification of allotment will be sent to the applicants by the Managers on Monday 13 July 2020. Settlement of the Private Placement will be through a delivery versus payment transaction, on or about 15 July 2020, by delivery of existing and unencumbered shares in the Company pursuant to a share lending agreement between the Managers, the Company and certain large existing shareholders. The Managers will settle the share loan with new shares in the Company to be issued by the board of directors pursuant to an authorisation granted by the general meeting held on 17 June 2020.
Following registration of the share capital increase pertaining to the Private Placement, the Company will have a share capital of NOK 13,786,791, divided into 55,147,165 shares, each with a nominal value of NOK 0.25. A separate announcement will be made once the board of directors has resolved the capital increase, which is contemplated resolved once the board authorisation granted by the general meeting 17 June 2020 has been registered with the Norwegian Register of Business Enterprises.
Except for the New Shares, the Company has undertaken not to issue new shares without consent from the Managers for a period of 90 days other than i) under the Company's share option program, ii) to potentially settle part of the consideration under the Acquisition, or iii) up to EUR 1 million at the Offer Price through a Subsequent Offering to existing shareholders.
The following primary insiders have been allocated shares in the Private Placement:
- Havfonn AS, represented on the Board of Directors of the Company by Morten Bergesen, number of shares before the Private Placement 3.216.216, has been allocated 1.666.666 shares in the Private Placement.
- Snefonn AS, represented on the Board of Directors of the Company by Morten Bergesen, number of shares before the Private Placement 4.738.036, has been allocated 1.666.666 shares in the Private Placement.
- Lenco AS, represented by Anders Lenborg (CEO), number of shares before the Private Placement 993.070, has been allocated 100.000 shares in the Private Placement.
- Lotmar Invest AS, represented by Jon Gunnar Solli (COO), number of shares before the Private Placement 531.602, has been allocated 10.000 shares in the Private Placement.
- Cappadocia Invest AS, represented by Suna Alkan (CSO), number of shares before the Private Placement 204.000, has been allocated 10.000 shares in the Private Placement.
Carnegie AS and Pareto Securities AS have acted as Joint Bookrunners and Managers for the Private Placement.
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Cloudberry Clean Energy AS is a Nordic renewable energy company. We own, develop and operate hydro power plants and wind farms in Norway and Sweden. Our purpose is to provide clean renewable energy for future generations, developing a sustainable society for the long term and creating value for our stakeholders. We believe in a fundamental long-term demand for renewable energy in the Nordics and Europe. Our purpose shapes every aspect of how the Company operates.
The Company has a strong commitment to local communities. Our integrated value chain approach ensures local presence and optimisation of stakeholder alignment and value creation. Our long-term growth strategy rests upon our ability to create value for stakeholders, and our ability to use the best possible technology available, bring down costs, improve sustainability and make an important contribution to the necessary European energy transition. We will realise growth through organic greenfield development and by taking part in structural development of the Nordic renewable energy industry.
We are a public Merkur Market company supported by strong owners and led by an experienced management team and board. Our offices are in Oslo, Norway (main office) and Karlstad, Sweden. To learn more about the Company please visit 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.