3 March 2017
Following the fraudulent sale of 31 Solar PV power plants to EAM Solar ASA in July 2014 by Enovos Luxembourg SA and Avelar Energy Ltd through their jointly owned special purpose vehicle Aveleos SA of Luxembourg, the so-called "P31 Acquisition", EAM group has been forced to pursue EAM's legal and economic rights in several legal venues due to the unwillingness of the sellers to respect their contractual obligations in accordance with the Share Purchase Agreement entered into the 31 st of December 2013.
The financial reporting through annual and quarterly reports issued since July 2014 contains further details relevant for the interpretation of this stock exchange notice and can be found on the company web site ( www.eamsolar.no ).
1) Breach of standstill agreement proceedings against Aveleos SA in the Court of Luxembourg
In October 2014, EAM entered into a so-called standstill agreement with Aveleos SA that also encompassed Enovos, Avelar and its employees. The purpose of the standstill agreement was to give the sellers time to resolve the payment suspension measures of GSE and to document the necessary facts confirming the validity of the FIT contracts and the technical feasibility of the power plants within a limited time frame of 6 months. In exchange for this the sellers pledged to finance the running costs of the criminally affected power plants with a minimum of EUR 5 million in liquidity until the above matters was resolved.
In exchange for this pledge and the promises given by the sellers, EAM lifted the injunction achieved on the bank accounts of Aveleos SA in Luxembourg in September 2014 in order to avoid the immediate bankruptcy of Aveleos SA in October 2014 as threatened by the Enovos and Avelar directors.
Aveleos and its Directors breached the standstill agreement already in November 2014, as confirmed in the ruling by the Civil Court of Milan (Enterprise Matters Specialized Section) in September 2015 and by the Criminal Court of Milan in the ruling the 13 th of September 2016.
In the Autumn 2015 Aveleos summoned EAM again in Luxembourg court in order to misuse the standstill agreement to achieve exclusion from the criminal proceedings in Milan in order for Enovos and Avelar to escape legal proceedings. On the 20 th of September 2016 Aveleos asked the court of Luxembourg for a postponement of these proceeding, which was granted until January 2017.
The first hearing in the Standstill Agreement procedures in Luxembourg took place on 17 January 2017. Both parties filed their note of pleadings and presented to the judge. In the proceedings Aveleos SA has delivered a claim and EAM Solar ASA a counter-claim.
In a ruling communicated yesterday the court decided that the Luxembourg civil proceedings regarding the Standstill Agreement shall be put to a halt until the arbitration award before the Court of Milan is rendered i.e. all claims of Aveleos have been suspended until further.
2) Defamation case - allegations of false complaint to be tried in the Luxembourg District Court
The companies EAM Solar ASA and EAM Solar Italy Holding srl, as well as their CEO and Managing Director, Mr Viktor E. Jakobsen, received in January 2017 a subpoena to meet in court in Luxembourg on 13 March 2017. The plaintiffs are Enovos Luxembourg SA, Enovos International SA and their directors. The plaintiffs claim that the criminal complaint filed by EAM Solar ASA in February 2016 is false and not merited. This is an attempt by the directors to evade the ongoing investigation by the criminal court of Luxembourg that followed after the criminal complaint was filed.
In a communication received yesterday we have been informed that the case will not be heard until the Prosecutor's Office have decided on the criminal complaint filed in February 2016 that is still in their hands.
Therefore, the case will not be pleaded on March 13, 2017 and will be rescheduled.
For information, please contact:
Viktor E Jakobsen, CEO, phone +47 9161 1009, viktor@eam.no
About EAM Solar: EAM Solar is a utility company that acquires and operates solar power plants. The Company currently owns solar PV power plants in Italy. The plants are operating under long-term sales contracts. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
