Scatec Solar ASA Prospectus 12 November 2020
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Scatec Solar ASA – Prospectus Listing of up to 20,652,478 Private Placement Shares issued in connection with a Private Placement _______________________________ The information in this prospectus (the "Prospectus") relates to the listing on Oslo Børs by Scatec Solar ASA, ("Scatec Solar" or the "Company"), a public limited company incorporated under the laws of Norway (together with its consolidated subsidiaries, the "Scatec Solar Group") of 20,652,478 new shares in the Company (the "Private Placement"), each with a nominal value of NOK 0.025 (the "Private Placement Shares"), issued in a private placement directed towards Norwegian and international investors for gross proceeds of approximately NOK 4,750 million, issued at a subscription price of NOK 230 per share (the "Subscription Price"). 13,768,280 of the Private Placement Shares were issued on 21 October according to a board authorisation (the "New Shares"), and the remaining 6,884,198 will be issued according to a resolution by the General Meeting on 12 November 2020 (the "Borrowed Shares"). The Company's existing shares are listed on the Oslo Børs under the ticker code "SSO". Except where the context requires otherwise, references in this Prospectus to "Shares" will be deemed to include the existing Shares and the Private Placement Shares. All of the existing shares in the Company are, and the Private Placement Shares will be, registered in the VPS in book-entry form. All of the Shares rank pari passu with one another and each carry one vote. Investing in the Company's Shares involves a high degree of risk. See Section 2 "Risk factors" beginning on page 8 and Section 4 "General information". Trading in the Private Placement Shares on Oslo Børs commenced on 21 October 2020 for the 13,768,280 Private Placement Shares issued in the board meeting as of 20 October 2020 and the 6,884,198 will be tradable after the issuance on or about 13 November. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO BUY, SUBSCRIBE OR SELL THE SECURITIES BEING ADMITTED TO TRADING DESCRIBED HEREIN AND THE PROSPECTUS RELATES SOLELY TO THE LISTING OF THE NEW SHARES. Managers DNB Markets, a part of DNB Bank ASA Nordea Bank Abp, filial i Norge Swedbank AB (publ) SpareBank 1 Markets AS The date of this Prospectus is 12 November 2020 1 IMPORTANT INFORMATION This Prospectus has been prepared for use in connection with the listing of the Private Placement on Oslo Børs. Please see Section 17 "Definitions and Glossary" for definitions of terms used throughout this Prospectus. The Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2014/71/EC, as amended, and as implemented in Norway in accordance with section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described or referred to in this Prospectus. The Prospectus was approved on 12 November 2020.The Prospectus is valid for a period of twelve months from the date of approval by the Norwegian FSA. No person is authorised to give information or to make any representation concerning the Scatec Solar Group or in connection with the Private Placement other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Managers or by any of the affiliates, advisors or selling agents of any of the foregoing. No action to approve, register or file the Prospectus has been made outside Norway. The distribution of this Prospectus in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Private Placement Shares in any jurisdiction in which such offer, sale or subscription would be unlawful. Neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. In addition, the Private Placement Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. None of the Company or the Managers, in any of their respective capacities in connection with the Private Placement accept any legal responsibility for any violation by any person of any such restrictions. The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the value of the Private Placement Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the Borrowed Shares on Oslo Børs, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Scatec Solar Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. The content of this Prospectus is not to be considered or interpreted as legal, financial or tax advice. It is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Scatec Solar Group, the Managers or any of their respective representatives that any recipient of this Prospectus should purchase any Shares. Prior to making any decision of whether to purchase the Shares, prospective investors should ensure that they read the whole of this Prospectus and not just rely on key information or information summarised within it. In making an investment decision, prospective investors must rely on their own examination, and analysis of, and enquiry into the Scatec Solar Group, including the merits and risks involved. None of the Company or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Shares regarding the legality of an investment in the Shares by such purchaser under the laws applicable to such purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares, to among other things consider such investment decision in light of his or her personal circumstances and in order to determine whether or not such prospective investor is eligible to subscribe for the Shares. This Prospectus serves as a listing prospectus as required by applicable laws and regulations only. This Prospectus does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it. THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THIS PROSPECTUS HAS NOT BEEN APPROVED NOR REVIEWED BY THE US SECURITIES AND EXCHANGE COMMISSION AND IS NOT FOR DISTRIBUTION IN THE UNITED STATES. This Prospectus and the terms and conditions of the Private Placement as set out herein shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the listing of the Private Placement Shares or this Prospectus. All Sections of the Prospectus should be read in context with the information included in Section 4 "General information". Investing in the Shares involves certain risks. See Section 2 "Risk factors". TABLE OF CONTENTS 1. SUMMARY ...................................................................................................................................................... 1 2. RISK FACTORS ................................................................................................................................................. 8 3. RESPONSIBILITY FOR THE PROSPECTUS ......................................................................................................