SOLON EIENDOM ASA
STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND OR THE UNITED STATES
Solon Eiendom ASA - Approval of prospectus, listing of new shares tomorrow and further information on the subsequent offering
(Oslo, Norway, 12 January 2017) Reference is made to earlier stock exchange announcements by Solon Eiendom ASA ("Solon" or the "Company", ticker "SOLON") regarding the acquisition of Solon Eiendom AS, a private placement and the completion of an extraordinary general meeting (the "EGM").
At the EGM the Company's shareholders passed, inter alia, the following resolutions: (i) issuance of 6,666,666,666 new shares (the "Consideration Shares") as transaction consideration to the sellers of shares in Solon Eiendom AS, (ii) the completion of a guaranteed private placement to selected new investors (the "Private Placement"), and (iii) a guaranteed subsequent offering (the "Subsequent Offering") to shareholders in the Company as per the end of 23 November 2016 (as registered in the VPS per the end of 25 November 2016, the "Record Date") who shall have preferential rights to subscribe for new shares, provided such shareholders are (i) 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, (ii) and/or who were not allocated shares in the Private Placement, (iii) and/or who did not participate in the guarantee consortium for the Private Placement (the "Eligible Shareholders").
The Norwegian Financial Supervisory Authority (the "NFSA") has approved the prospectus of the Company dated 12 January 2017 (the "Prospectus") prepared in connection with (i) the listing on Oslo Børs of 6,666,666,666 Consideration Shares; (ii) the listing of 1,000,000,000 new shares (the "New Private Placement Shares") issued in connection with the Private Placement at a subscription price of NOK 0.15 per share; and (iii) the Subsequent Offering and listing of 666,666,666 new shares (the "Offer Shares") at a subscription price of NOK 0.15 (the "Subscription Price") per Offer Share with transferable subscription rights for Eligible Shareholders. The Prospectus will be published prior to the opening of the Oslo Stock Exchange tomorrow, 13 January 2017.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, following publication be available on the following websites: www.bionorpharma.com , www.dnb.no/emisjoner , www.arctic.com/secno/offerings and www.sb1markets.no . Hard copies of the Prospectus may be obtained by contacting the Company (telephone: +47 22 29 66 90), DNB Markets (telephone: +47 23 26 81 01), Arctic Securities (telephone: +47 21 01 30 40) or Sparebank 1 Markets (telephone: +47 24 14 74 00).
The Consideration Shares and the new Private Placement Shares (which since issue has been temporarily registered under a separate ISIN) will assume the regular ISIN of the Company's shares under the ticker "SOLON" following publication of the Prospectus and thus become tradable on Oslo Børs. The Company will issue a separate announcement of the listing of the Consideration Shares and the New Private Placement Shares prior to such listing. The Consideration Shares and the New Private Placement Shares will become tradable following listing of such shares. It is expected that the exchange of ISIN will be registered outside of normal trading hours.
Further information about the Subsequent Offering
The Subsequent Offering comprises 666,666,666 Offer Shares, each with a par value of NOK 0.10, offered by the Company at a Subscription Price of NOK 0.15 per Offer Share, thereby raising gross proceeds of NOK 100 million. Eligible Shareholders will be granted 0.65129 tradable subscription rights (the "Subscription Rights") for each Share registered as held in the VPS by such Eligible Shareholder at the expiry of the Record Date. The Subscription Rights will be rounded down to the nearest whole Subscription Right. Subscription rights will not be awarded based on the New Private Placement Shares or the Consideration Shares. Subject to applicable law, the Subscription Rights provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering at the Subscription Price. Oversubscription and subscription without Subscription Rights will be permitted.
The subscription period for the Subsequent Offering will commence on 13 January 2017 at 09:00 CET and will end on 27 January 2017 at 16:30 CET (the "Subscription Period").
The Subsequent Offering is fully underwritten by an underwriting consortium which has agreed to secure the full subscription of the Subsequent Offering (the "Guarantee"). The Guarantee is unconditional and irrevocable. The underwriting consortium consists of certain existing shareholders and other investors. Each underwriter's liability is pro rata and no underwriter is liable for the subscriptions or payments of other underwriters. The Company shall pay a fee to the underwriters equal to 2% of each underwriter's underwriting obligation in relation to the Offer Shares. Please see section 7.11 of the Prospectus for further information about such underwriting and the underwriting consortium.
The Subscription Rights will be listed and tradable on Oslo Børs in the period commencing on 13 January 2017 at 09:00 CET and ending on 25 January 2017 at 16:30 CET (the "Trading Period") under the ticker code "SOLON T". The Subscription Rights are expected to have an economic value if the Solon shares trade above the Subscription Price during the Subscription Period. Subscription Rights that are not exercised before the end of the Subscription Period (i.e. before 27 January 2017 at 16:30 CET) or sold before the end of the Trading Period (i.e. before 25 January 2017 at 16.30 CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding Subscription Rights in itself does not represent a subscription for Offer Shares.
If an Eligible Shareholder held shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Subscription Rights to which it is entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Subsequent Offering.
The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) may lawfully be made.
Subject to timely payment of the entire subscription amount in the Subsequent Offering, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 7 February 2017. The Offer Shares allocated in the Subsequent Offering are expected to be traded on Oslo Børs from and including the same date.
For complete information about the Subsequent Offering and the risk factors in connection with the Company and the shares, please see the Prospectus, in particular Section 7 "The Subsequent Offering" and Section 2, "Risk Factors". For a description of restrictions in respect of subscription of Offer Shares and trading in and/or exercising Subscription Rights, reference is made to Section 22, "Selling and Transfer restrictions", in the Prospectus.
A letter containing information about the Subsequent Offering will be submitted to the Company's shareholders as registered in the VPS on the Record Date who 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. Please see a copy of the letter attached to this stock exchange announcement.
DNB Markets, a part of DNB Bank ASA, Arctic Securities AS and SpareBank 1 Markets are engaged as managers for the Subsequent Offering.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Further information Simen Thorsen Chairman of the Board, Solon Eiendom ASA E-mail: st@soloneiendom.no Cell Phone: +47 918 86 886
Andreas Martinussen Chief Executive Officer, Solon Eiendom ASA E-mail: am@soloneiendom.no Cell Phone: +47 400 00 405
About Solon Eiendom Solon Eiendom is a Norwegian residential real estate development company focusing on the Oslo and Akershus region. Solon Eiendom was established in 2006 by founder Simen Thorsen and investor Tore Aksel Voldberg. The company has since its incorporation delivered 570 units with a corresponding sales value of close to NOK ~3 billion and sold more than 800 units with a total sales price of more than NOK ~4 billion.
Important Information The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia Canada, Japan, Hong Kong or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, DNB Markets, Arctic Securities nor SpareBank1 Markets assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Attachments:
