NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONGSPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPANOR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL Oslo, 21 June 2022. Reference is made to the stock exchange announcement published by Aega ASA("Aega" or the "Company") on 3 June 2022regarding the contemplated private placement of new shares and/or a private placement of a convertible loan raising proceeds of up to NOK 30 million(the "Fund Raising"). The Company hereby announces that it has allocated NOK 19.880.000in a private placement of a convertible loan (the "Loan"). The Loan carries an interest at 3-month NIBOR plus 5.75%, with an upper maximum of 10% interest, and is secured with a pledge in the Company's shares in and claims in Aega Solar AS. The lenders may convert their respective principal amount of the Loan to shares at a subscription price of NOK 1, subject to customary terms and conditions, from and including 31 December 2022. The net proceeds of the Loan will be used for the following purposes: o Acquisition of additional solar parks in Italy; o Operational expenditure; and o General corporate purposes. The issuance of the Loan was resolved by the Company's Board of Directors (the "Board") at a Board meeting held on 20 June 2022, based on the authorisation granted to the Board at the Company's Annual General Meeting on 31 May 2022. Notification of allotment of the Loan including settlement instructions will be sent to the applicants on 21 June 2022. The Board has considered the private placement of the Loan in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchangeand the Oslo Stock Exchange'sGuidelines on the rules of equal treatment. Completion of the private placement of the Loan implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated an amount of the Loan. The Board has carefully considered such deviation and has resolved that the private placement of the Loan is in the best interests of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the availability of capital markets financing in a timely manner together with the necessity for the Company to realize its communicated targets in line with its approved strategy, taking into account that the Loan is based on the investor interest obtained following a marketing process with certain existing and potential new investors and a publicly announced process. The largest investors in the convertible loan is Lars Brandeggen, Svend Egil Larsenog Andreas Hofstadthrough their respective investment companies. These three investors were allocated a total of NOK 7,000,000. - The following persons discharging managerial responsibilities ("Primary Insiders") and close associates received allotments in the Loan: - Halldor Chr. Tjoflaat, chairman, was allocated a loan amount of NOK 1,000,000. - - Jan P. Harto, board member, was allocated a loan amount of NOK 600,000. - - Kristine Larneng, board member, was allocated a loan amount of NOK 200,000. - - Nils Petter Skaset, CEO, was allocated a loan amount of NOK 500,000. - Primary insider notifications pursuant to the market abuse regulation article 19 are attached. The Company's latest company update presentation is available at www.aega.no. For further information please contact: Nils Petter Skaset, CEO of Aega ASATel: +47 951 88 154, e-mail: [email protected] About AEGA Aega ASAis 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. Important Notices 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. 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 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 Statesabsent 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 or their securities in the United Statesor to conduct a public offering of securities in the United States. Any sale in the United Statesof 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. 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 Kingdomthat 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 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. 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. 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 in the Company. This information is considered to be inside information pursuant to the EUMarket Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
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