Cloudberry Clean Energy ASA - Contemplated Private Placement
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 Clean Energy ASA (“Cloudberry” or the “Company”) has retained Carnegie AS, Jefferies GmbH and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners (collectively referred to as the "Managers") to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”) for gross proceeds of NOK 500 - 800 million directed towards Norwegian and international investors, subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements (the “Private Placement”).
The subscription price per Offer Share (the “Offer Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors (the "Board"), in consultation with the Managers, on the basis of an accelerated book building process to be conducted by the Managers.
The net proceeds from the Private Placement will be used as follows: As communicated in the Company’s Q2 report, the Company’s total portfolio comprises 324 MW, of which 270 MW has financing. NOK 500 million will be used towards funding the remaining c. 50 MW in the portfolio; Funds raised above NOK 500 million will be used towards optimising and enhancing the capacity of the Company’s existing assets and towards M&A, both identified and future opportunities.
CEO comment
“Cloudberry is uniquely positioned in the Nordic renewable power market. The contemplated transaction will enable us to fund our entire permitted in-house hydro and wind development portfolio. Further we see several organic and in-organic growth opportunities meeting our strict ESG and return requirements.”, says Anders Lenborg, CEO of Cloudberry.
Information on the contemplated Private Placement
The bookbuilding period for the Private Placement will commence on 22 September 2022 at 16:30 CEST and is expected to close on 23 September 2022 at 08:00 CEST (the “Bookbuilding Period”). 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 Bookbuilding Period or to cancel the Private Placement in its entirety without further notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Company’s three largest shareholders, combined representing a shareholding of approx. 35%, have collectively subscribed for their pro-rata share in the Private Placement.
Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment (DVP), be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Company, Carnegie AS in capacity as Settlement Agent for the Managers and certain existing shareholders (the “Share Lenders”). The Offer Shares delivered to the subscribers will thus be tradable from notification of allocation. The Settlement Agent will settle the share loan with new shares in the Company to be issued in connection with the Private Placement pursuant to the board authorisation granted by the Company’s ordinary general meeting held on 28 April 2022 (the “Board Authorisation”).
Notification of allocation and payment instruction is expected to be sent by the Managers on or about 23 September 2022.
The completion of the Private Placement by delivery of Offer Shares to investors is conditional upon, without limitation, the following conditions being satisfied: (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue the Offer Shares pursuant to the Board Authorisation, pursuant to which the Board may also waive the pre-emption rights of existing shareholders, and (ii) the Share Lending Agreement not being terminated prior to allocation.
The first day of trading for the Offer Shares on Oslo Børs is expected to be on or about 23 September 2022 (T) and the settlement date is expected to be on or about 27 September 2022 (DVP T+2).
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. The Board will focus on criteria such as (but not limited to) current ownership in the Company, pre-commitments, 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.
Subject to completion of the Private Placement, the Company has agreed to a 90-day lock-up for the Company, subject to customary exemptions.
The Board 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 contemplated transaction will be 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 and at a higher subscription price than would have been the case for a rights issue. 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 (the "Subsequent Offering") which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 22 September 2022 (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.
Advokatfirmaet DLA Piper Norway DA acts as legal advisor to the Company (as to Norwegian law) and DLA Piper UK LLP acts as special US deal counsel (as to US law). Advokatfirmaet Grette AS acts as legal advisor to the Managers (as to Norwegian law).
For further information, please contact:
Anders Lenborg, CEO, +47 934 13 130, [email protected]
Christian Helland, CVO, +47 418 80 000, [email protected]
Ole-Kristofer Bragnes, Senior Financial Officer, +47 917 03 415, [email protected]
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Ole-Kristofer Bragnes, Senior Financial Officer at Cloudberry Clean Energy ASA on 22 September, 2022, at 16:30CEST.
About Cloudberry
Cloudberry is a renewable energy company operating in the Nordics and in accordance with local tradition. The Company owns, develops, and operates hydropower plants and wind farms in Norway and Sweden. Cloudberry is powering the energy transition to a sustainable future by providing new renewable energy today and for future generations. The Company believes in a fundamental long-term demand for renewable energy in Europe. With this as a fundament, Cloudberry is building a sustainable, scalable, efficient, and profitable platform for creation of shareholder value. Cloudberry`s shares are traded on Oslo Stock Exchange's main list (Oslo Børs), supported by strong owners and led by an experienced team and board. The Company has offices in Oslo, Norway (main office), Karlstad, Gothenburg and Eskilstuna, Sweden. To learn more about Cloudberry, go to http://www.cloudberry.no
Important Notices
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 have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, 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. 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, amongst other things, the war in Ukraine and the associated uncertainty in the European energy markets and supply situation, and 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 these circumstances, 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.
