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SECURITIES LAW.
Oslo, Norway, 23 December 2024: Aega ASA (the "Company") held an extraordinary
general meeting today, on 23 December 23, 2024, at 12:00 hours (CET).
Reference is made to previous stock exchange announcements published on 2
December 2024 regarding a proposed private placement of a convertible loan of up
to NOK 2 million (the "Convertible Loan") and a proposed rights issue directed
at all existing shareholders in the Company with gross proceeds of up to NOK 10
million (the "Rights Issue").
The extraordinary general meeting of the Company has today, on 23 December 2024,
approved all items as proposed by the Board of Directors. This includes capital
reduction by reducing the nominal value of the shares from NOK 0.5 to 0.01,
issuance of the Convertible Loan, and the capital increase in connection with
the Rights Issue, as well as the change of the Company`s name from Aega ASA to
Nordic Financials ASA.
The minutes from the extraordinary general meeting held today, 23 December 2024,
are attached to this stock exchange announcement.
ABOUT THE RIGHTS ISSUE
Successful completion of the Rights Issue is expected to result in gross
proceeds of NOK 5 million and a maximum of NOK 10 million, consisting of the
issuance of a minimum of 500 million and a maximum of 1 billion new shares in
the Company with a nominal value of NOK 0.01 ("New Shares") and a subscription
price per share of NOK 0.01.
The funds raised from the Rights Issue are intended to provide the Company with
the necessary liquidity to explore and evaluate strategic alternatives. This
financial buffer will allow the Company to sustain its operations while seeking
opportunities to expand its business activities, thereby enhancing its
suitability for future listing. The Board of Directors aims to use this period
to identify and pursue potential business ventures or partnerships that could
generate significant revenue and strengthen the Company`s financial position.
Pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies
Act, the Company`s shareholders as of 23 December 2024, as registered in the
Company`s shareholder register in VPS as of 30 December 2024 ("Record Date"),
shall have preferential rights to subscribe and be allocated New Shares. Each
shareholder will receive 42.03096 subscription rights for each share they are
registered as owning on the Record Date ("Subscription Right"), rounded down to
the nearest whole Subscription Right.
Each subscription right will entitle the holder to subscribe for and be
allocated one new share. Oversubscription and subscription without subscription
rights will be permitted.
Provided that the purchase of shares occurs with the ordinary T+2 settlement,
shares purchased on or prior to 23 December 2024 will entitle the holder to
receive subscription rights, while shares purchased on or after 24 December 2024
will not. The shares will trade on the Oslo Stock Exchange exclusive the right
to receive subscription rights from and including 27 December 2024. The
subscription rights will be transferable and are expected to be listed on the
Oslo Stock Exchange from the start of the subscription period until 16:30 four
trading days before the end of the subscription period.
The Rights Issue is for an amount below EUR 1 million and is therefore exempt
from the prospectus requirement. Any offer, if made, will be based on publicly
available information and otherwise as presented by the Company. Neither the
Financial Supervisory Authority nor any other public authority has or will
conduct any review, control, or approval of the material prepared for the Rights
Issue.
A description of the Rights Issue and other considerations for subscribing for
shares will be provided in a separate presentation document for the rights
issue, which will be published no later than the start of the subscription
period and will include the subscription material for the offer.
If the Rights Issue is withdrawn, all subscription rights will lapse without
value, any subscriptions for, and allocations of, New Shares that have been made
will be disregarded and any payments for New Shares made will be returned to the
subscribers without interest or any other compensation. The lapsing of
subscription rights will be without prejudice to the validity of any trades in
subscription rights, and investors will not receive any refund or compensation
in respect of subscription rights purchased in the market.
TIMELINE AND CONDITIONS
Provided that the capital reduction reducing the nominal value of the Company's
shares to NOK 0.01 is registered with the Register of Business Enterprises in
time, the subscription period for the Rights Issue will start on 10 February
2025, and end on 24 February 2025, at 16:30. If the capital reduction is not
registered in time to maintain this subscription period, the subscription period
will start on the third trading day on Euronext Expand after registration and
expire at 16:30 two weeks later.
Included below is an indicative timeline for the Rights Issue:
23 December 2024: Last day of trading in the shares including subscription
rights
27 December: First day of trading in the shares on the Oslo Stock Exchange
excluding subscription rights
30 December: Record date for determination of the right to receive subscription
rights
On or about 10 February 2025: Commencement of the subscription period and first
day of trading in the subscription rights
On or about 18 February 2025: Last day of trading in the subscription rights
On or about 24 February 2025: Last day of the subscription period
On or about 25 February 2025: Allocation of the New Shares
On or about 27 February 2025: Issuance of the new shares
On or about 3 March 2025: Registration of the share capital increase with the
Norwegian Register of Business Enterprises.
For further information please contact:
Nils Petter Skaset, CEO of Aega ASA
Tel: +47 951 88 154, e-mail: ceo@aega.no
ABOUT AEGA
Aega ASA is a Norwegian listed investment Company. The Company focuses on
acquisitions of smaller existing solar parks in Italy. In addition to being an
industrial player in Italy, Aega also considers financial investments within the
renewable energy sector.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. 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.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
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
Prospectus Regulation. The expression "Prospectus Regulation" means Regulation
2017/1129 as amended (together with any applicable implementing measures in any
Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.
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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, 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, included attachments, by such
forward-looking statements.
The Company does not guarantee 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 announcement, included attachments.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
Neither the Company's advisors 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 Company's advisors nor any of their respective affiliates
accepts any liability arising from the use of this announcement.
The distribution 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.