Result of the Offering and Mandatory Notification of Trades
Oslo, Norway, 2 July 2021: Reference is made to the announcement made by Cloudberry Clean Energy ASA (the "Company") on 21 June 2021 regarding commencement of the subscription period in an offering of 2,800,000 new shares at a subscription price of NOK 12.50 per share (the “Offering”), divided between:
- A subsequent offering of 2,000,000 new shares (the "Subsequent Offering"); and
- A retail offering of 800,000 new shares being offered to the public in Norway, Sweden, Finland and Denmark subject to a minimum amount per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 (the "Retail Offering").
The subscription period in the Retail Offering ended 1 July 2021 at 23:59 (CEST) and the subscription period in the Subsequent Offering expired today 2 July 2021 at 12:00 (CEST).
The Company received valid subscriptions of 8,152,050 new shares in the Subsequent Offering and 5,736,294 new shares in the Retail Offering. Consequently, the maximum number of offered shares in the Offering of 2,800,000 new shares will be issued.
The Company’s Board of Directors has today approved the allocation of the new shares based on the allocation criteria set out in the Prospectus dated 18 June 2021 (the “Prospectus”). Further, the Board has resolved, in accordance with the board authorization granted by the Company’s general meeting on 17 June 2021, to increase the Company’s share capital with NOK 700,000 through issuance of 2,800,000 shares, each having a par value of NOK 0.25.
Following registration of the capital increase with the Norwegian Register of Business Enterprises, the Company’s new share capital will be NOK 48,466,334.00 divided among 193,865,336 shares, each having a par value of NOK 0.25.
The following primary insiders and close associates of primary insiders have subscribed for and been allocated Offer Shares in the Offering, which is regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:
- CCPartner AS, a person closely related to Frank J. Berg, Chairman of the Company was allocated 128,893 shares in the Offering and will, following completion of the Offering hold 3,302,040 shares in the Company.
- Mothe Invest AS, a person closely related to Frank J. Berg, was allocated 1,781 shares in the Offering and will, following completion of the Offering hold 21,781 shares in the Company.
- Caddie Invest AS, a person closely related to Petter W. Borg, Board Member of the Company was allocated 48,589 shares in the Offering and will, following completion of the Offering hold 1,244,791 shares in the Company.
- Greenvalley AS, a person closely related to Roger Grøndahl, Project Manager in the Company was allocated 8,146 shares in the Offering and will, following completion of the Offering hold 208,698 shares in the Company. Roger Grøndahl also holds 2,000 shares and 80,000 warrants.
Detailed information on the PDMR/PCA trades will be disclosed separately.
Notification of allocated offer shares will be given to the subscribers as described in the Prospectus.
The payment date for the offer shares is 7 July 2021 and the shares are to be paid for in accordance with the payment instructions set out in the Prospectus.
Subject to timely payment, the share capital increase is expected to be registered on or about 13 July 2021. The new shares are expected to be delivered to the subscribers' respective VPS accounts on or about the 14 July 2021 and be tradeable on Oslo Børs on or about 14 July 2021.
Carnegie AS and Pareto Securities AS are acting as managers in the Offering; NordNet Bank AS as Placing Agent in the Retail Offering. Advokatfirma DLA Piper Norway DA is acting as legal advisor to the Company.
For further information, please contact:
Anders Lenborg, CEO,
Phone: +47 934 13 130
Christian Helland, CVO
Phone: +47 418 80 000
Suna F. Alkan, CSO
Phone: +47 913 02 907
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Suna F. Alkan, Chief Sustainability Officer, Cloudberry Clean Energy ASA, on 2 July 2021 at 17:00 (CEST).
Cloudberry Clean Energy ASA 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`s shares are traded on Oslo Stock Exchange’s main list (Oslo Børs), 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.