NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG
KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
Oslo, 30 August 2024
On 29 August 2024, the board of directors of Aega ASA (the "Company") resolved a
distribution of dividend in kind of up to 23,791,983 shares in Aega AS, a wholly
owned subsidiary of the Company, to the shareholders of the Company as of close
of trading on the Oslo Stock Exchange on 11 September 2024 (and being registered
as such in the Central Securities Depository Euronext Securities Oslo ("VPS"))
as of close of business on 13 September 2024 (The "Record date"), pursuant to
VPS' standard two days' settlement procedure.
The value of the distribution is NOK NOK 59,479,958, equivalent to NOK 2.50 per
share in Aega ASA. Shareholder of the Company will receive one Aega AS share for
each share held in the Company as of the Record date. The Aega AS shares are
expected to be delivered to the VPS accounts of the relevant Aega ASA
shareholders on or about 27 September 2024. The distribution will be regarded as
repayment of paid in capital by the shareholders of Aega ASA.
The Company, through its wholly owned subsidiary Aega AS, currently owns 9
operational solar parks and one solar park under development. After the dividend
payment, Aega ASA will not own any solar parks but will continue to have
operational responsibility and management agreements with the same parks through
its wholly owned subsidiary Aega Management AS. In addition, Aega ASA will still
hold a stake in Norsk Renewables AS through the Company's wholly owned
subsidiary Aega Investment AS.
The debt in Aega ASA, currently NOK 29,880,000, has been transferred to Aega AS
in consultation with the lenders, and Aega ASA will therefore be debt-free after
the dividend payment.
The decision was made based on the authorization given by the general meeting on
31 May 2024. The rationale, as stated in the general meeting notice, is that the
cash flow generated from the solar parks should be channelled to the owners
without the costs associated with the operation of Aega ASA.
For more information or questions contact:
Nils P Skaset
CEO - +47 951 88 154
ceo@aega.no
About Aega
Aega ASA is an energy company listed on Euronext Expand in Oslo. Aega's main
focus is the solar power market. The company acquires and operates smaller
existing Italian solar power plants. In addition to being an industrial energy
producer we also consider investments in the solar and renewable energy sector.
The company's head offices are in Oslo (NO) and Trento (IT).
For more information, see www.aega.no
IMPORANT NOTICE
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of any company
mentioned in these materials (each an "Issuer" for the purpose of this notice)
in the United States or any other jurisdiction. The securities of the Issuer 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 Issuer 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 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 any offering
without an approved prospectus in such EEA Member State. The "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 upon 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.
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 Issuer. Neither the Issuer
nor its affiliates accepts any liability arising from the use of this
announcement.
The publication, distribution or release of this announcement and other
information may be restricted by law in certain jurisdictions. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution, or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
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 Issuer 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. The information and any forward-looking statements
contained in this announcement speak only as of its date, and are subject to
change without notice.