NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Strategic equity investment by Union - and subsequent offering
(Oslo, Norway, 9 April 2018) Solon Eiendom ASA ("Solon" or the "Company") today announced that UFI AS, a company controlled by Mr. Øystein A. Landvik, Mr. Bjørn Henningsen and Mr. Lars Even Moe, being the founders of the Union Gruppen, has subscribed for 2,672,721 new shares (the "New Shares") in Solon at a subscription price of NOK 25.25 per share, totalling approximately NOK 67.5 million in gross proceeds in a directed share issue ("Share Issue"). The funds from the Share Issue will provide the Company with additional financing which will mainly be used to pursue its growth strategy and acquisition of real estate plots.
"Solon has used great efforts to further strengthen its strategic position and robustness of its business model to deliver high quality real estate projects. UFI AS will provide Solon with additional financial resources, know-how and network to further develop Solon profitably. We are very pleased and look forward to having Mr Landvik, Mr. Henningsen and Mr. Moe as owners in the Company through UFI AS and believe that this will contribute to Solon being a bigger and better player in the Norwegian market", says Simen Thorsen, Chairman of the Board of Directors of Solon.
Mr. Landvik on behalf of UFI AS further states that:
"We are impressed with the results Solon has delivered and believe in the market segment they have targeted. As founding partners of Union Gruppen, the owners of UFI AS have extensive real estate experience from the commercial real estate market. Our intention has been to enter into the residential real estate market and we believe that an investment in Solon is a strategic fit. Our investment provides Solon with additional capital, inter alia, for further investments in real estate plots, and we are looking forward to contribute to the further developments of Solon as a strategic long term investor."
UFI AS has expressed a strong desire to take a seat at the Board of Directors of Solon, represented by Mr. Landvik, in order to be in the best possible position to contribute to the further growth of the Company. The Nomination Committee of Solon has expressed its support of electing Mr. Landvik to the Board, and Solon expects that the Nomination Committee will assess the composition of the Board on this basis.
In accordance with the authorisation granted to the Board of Directors at the Company's Extraordinary General Meeting held on 9 March 2018 (the "EGM"), the Board of Directors has resolved the issuance of 2,672,721 New Shares, equal to approximately 5 % of the outstanding share capital of the Company. The Share Issue will be carried out as a private placement to secure UFI AS as a long term strategic shareholder in Solon and to facilitate the opportunity to raise capital without the discount typically seen in rights issues (volume weighted average share price in the Company's shares over the last 20 trading days is NOK 25.26). As a consequence, the Board of Directors of the Company has resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders. The Board of Directors has also resolved to carry out a subsequent offering to existing shareholders of the Company, as further described below. Following the completion of the Share Issue, UFI AS will hold in total 2,672,721 shares in the Company, representing 4.8% shareholding, in addition to having a TRS agreement with underlying exposure to 2,385,808 shares, representing in total approx. 9% exposure in the Company prior to completion of the Subsequent Offering.
Following the completion of the Share Issue and the issue of the New Shares, Solon's share capital will increase by NOK 2,672,721 to NOK 56,127,135 comprising 56,127,135 shares with a nominal value of NOK 1.00 per share. Listing of the New Shares on Oslo Børs requires a prospectus to be prepared by the Company and approved by the Financial Services Authority of Norway (the "Prospectus"), expected to be published medio May 2018. It is expected that the New Shares will be issued and registered on or about medio May 2018, and the subscription price in the Share Issue assumes that the new shares in the Share Issue will be issued in order to participate in the proposed dividends of NOK 1.15 per share.
Subsequent offering
Further to the authorisation granted by the EGM, and subject to the completion of the Share Issue, the Board of Directors of the Company has resolved to carry out a subsequent share offering (the "Subsequent Offering") of up to 396,040 new shares of the Company at the subscription price of NOK 24.10 (which equals the subscription price in the Share Issue of NOK 25.25 per share as adjusted for, and on the assumption of, the proposed dividends of NOK 1.15 per share), directed towards eligible shareholders as of 6 April 2018 (as registered in the VPS as of 10 April 2018) who may lawfully participate and (i) did not participate in the Share Issue and (ii) other than Solon's largest shareholders Hortulan AS, Skøien AS, Dukat AS, Vatne Equity AS and Alden AS ("Eligible Shareholders"). The reason for the largest shareholders not participating in the Subsequent Offering is to facilitate higher participation of Eligible Shareholders without having a larger share capital increase.
Each Eligible Shareholder will receive approx. 0.03 non-transferable allocation right for each share owned based on their holding of shares in the Company as at 6 April 2018 (as registered in the VPS per 10 April 2018). Each non-transferable allocation right will provide the holder with a right to subscribe for and be allocated one new share in the Subsequent Offering. Over subscription is permitted, but subscription without allocation rights is not allowed. Subject to timely approval of the Prospectus, it is expected that the subscription period for the Subsequent Offering will start on 28 May 2018 and end on 8 June 2018 at 16:30. Should the proposed dividends of NOK 1.15 not be resolved, and the shares are not traded ex the right to participate in such dividends, prior to the issue of the new shares in the Subsequent Offering, the subscription price in the Subsequent Offering will be NOK 25.25 (to equal the subscription price in the Share Issue). Further information about the Subsequent Offering will be provided in due course and in the Prospectus.
DNB Markets, a part of DNB Bank ASA (the "Manager") acts as financial advisor and the law firm BAHR as legal advisor to the Company in connection with the Share Issue and Subsequent Offering.
For further information, please contact:
Andreas Martinussen, Chief Executive Officer, Solon Eiendom ASA
Tel: +47 400 00 405, email: am@soloneiendom.no
Scott Danielsen, Chief Financial Officer, Solon Eiendom ASA
Tel: +47 952 55 620, email: sd@soloneiendom.no
About Solon Eiendom
Solon Eiendom is a Norwegian residential real estate development company focusing on the Oslo and Akershus region.
Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the transactions, the contents of this announcement or any of the matters referred to herein. The transactions and the distribution of this announcement and other information in connection with the transactions may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The transactions have not, and shall not, be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the transactions in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the transactions 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 of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-12 (Norwegian Securities Trading Act).
