Cloudberry Clean Energy ASA | Contemplated Private Placement

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES“), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
  
Cloudberry Clean Energy ASA (“Cloudberry” or the “Company“) has retained Carnegie AS and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners along with Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunner (collectively known as the “Joint Bookrunners“) to advise on and impact a contemplated non-public placement for gross proceeds of as much as NOK 600 million directed in direction of Norwegian and worldwide traders, topic to and in compliance with relevant exemptions from related prospectus or registration necessities (the “Private Placement“).

The Private Placement is contemplated to be carried out by issuing as much as 38,750,000 new shares within the Company (equal to approx. 19.99% of the shares excellent) (the “Offer Shares“) in a tranche of shares to be delivered to traders within the type of present shares within the Company which might be tradeable on Oslo Børs upon allocation, and quite a few Additional Offer Shares (as outlined beneath), to be delivered to sure traders which have agreed to be allotted Additional Offer Shares, in a separate tranche of shares which won’t be listed on Oslo Børs till publication by the Company of an inventory prospectus.
  
The worth of the Offer Shares and the Additional Offer Shares can be decided by an accelerated book-building course of (the “Offer Price“).
  
The internet proceeds from the Private Placement can be used to finance acquisition and building prices of the Company’s Kafjärden onshore wind farm mission (approx. NOK 200 million), retaining an elevated possession share (approx. 50%) within the Company’s Stenkalles Grund shallow water wind farm mission by building (approx. NOK 240 million), the potential acquisition of Captiva (approx. NOK 48 million) and additional progress alternatives. In the occasion of non-completion of the Captiva acquisition, the proceeds associated to the acquisition can be used to finance different progress alternatives.
  
The progress alternatives to be funded by the contemplated Private Placement are anticipated to extend Cloudberry’s funded portfolio from approx. 220 MW presently to approx. 300 MW submit completion of the Private Placement. Through continued portfolio optimization and capital allocation, Cloudberry will purpose to pursue essentially the most worthwhile developments by to manufacturing with optimized possession stakes. Maintaining a sturdy steadiness sheet allows Cloudberry to behave on enticing alternatives just like the Kafjärden mission, and the contemplated Private Placement will additional strengthen Cloudberry’s room to behave on comparable actionable hydro and wind initiatives going ahead.
  
CEO remark
  
“Cloudberry is uniquely positioned within the Nordic renewable energy market with a whole lot of progress alternatives assembly our strict ESG necessities. We stay dedicated to solely pursue initiatives that meet our return standards mixed with acceptable dangers and upside potential. The contemplated Private Placement will fund accretive initiatives equivalent to Kafjärden and Stenkalles Grund, and allow us so as to add additional enticing initiatives to our rising portfolio”, says Anders Lenborg, CEO of Cloudberry.
  
Information on the contemplated Private Placement
  
The Joint Bookrunners have acquired pre-commitments of approx. NOK 300 million from the three largest shareholders Joh Johannson Eiendom AS, major insider Morten Bergesen and associates (Havfonn AS and Snefonn AS) and Ferd AS.
  
The completion of the Private Placement by supply of Offer Shares and Additional Offer Shares to traders is conditional upon, with out limitation, the next circumstances being glad: (i) all crucial company resolutions being validly made by the Company, together with with out limitation, the board of administrators of Cloudberry (the “Board”) resolving to consummate the Private Placement and concern the Offer Shares and the Additional Offer Shares pursuant to the board authorisation granted by the Company’s extraordinary common assembly held on 17 June 2021, pursuant to which the Board may waive the pre-emption rights of present shareholders, (ii) the Share Lending Agreement (as outlined beneath) not being terminated previous to allocation, and (iii) in respect of the Additional Offer Shares, fee in filled with the entire Additional Offer Shares and registration of the share capital enhance referring to the Additional Offer Shares within the Norwegian Register of Business Enterprises (collectively the “Conditions”).
  
The bookbuilding interval for the Private Placement will start on 8 December 2021 at 16:30 CET and is predicted to shut on 9 December 2021 at 08:00 CET (the “Bookbuilding Period“). The Company, after session with the Joint Bookrunners, reserves the appropriate to at any time and in its sole discretion resolve to shut or to increase the Bookbuilding Period or to cancel the Private Placement in its entirety with out additional discover. If the Bookbuilding Period is shortened or prolonged, some other dates referred to herein could also be amended accordingly.
  
Delivery of the Offer Shares allotted within the Private Placement will, with the intention to facilitate delivery-versus-payment (DVP), be made by supply of present and unencumbered shares within the Company already admitted to buying and selling on Oslo Børs, pursuant to a share lending settlement entered into between the Company, the Joint Bookrunners and sure present shareholders (the “Share Lending Agreement“). The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Joint Bookrunners will settle the share mortgage with new shares within the Company to be issued in reference to the Private Placement. Notification of allocation and fee instruction is predicted to be despatched by the Joint Bookrunners on or about 9 December 2021, the primary day of buying and selling for the Offer Shares on Oslo Børs is predicted to be on or about 9 December 2021 (T) and the settlement date is predicted to be on or about 13 December 2021 (DVP T+2).
  
Any residual between the provide dimension of NOK 600 million and the variety of Offer Shares (38,750,000) multiplied by the Offer Price can be coated by issuance of latest shares by the Company in a separate tranche (the “Additional Offer Shares“). The Additional Offer Shares can be registered with the VPS on a separate ISIN from the prevailing shares of the Company, pending publication by the Company of an inventory prospectus (the “Listing Prospectus“) and won’t be tradable on Oslo Børs till the Listing Prospectus has been permitted by the Norwegian Financial Supervisory Authority and printed by the Company. Following publication of the Listing Prospectus, the Additional Offer Shares will assume the identical ISIN within the VPS as the opposite excellent shares within the Company and be tradable on Oslo Børs. Snefonn AS and Havfonn AS have agreed to be allotted Additional Offer Shares, and all different traders which might be allotted shares within the Private Placement will thus obtain Offer Shares that are tradeable upon allocation.
  
The minimal subscription and allocation quantity within the Private Placement would be the NOK equal of EUR 100,000, offered that the Company might, at its sole discretion, allocate an quantity beneath EUR 100,000 to the extent relevant exemptions from the prospectus requirement pursuant to relevant laws, together with the Norwegian Securities Trading Act, the Prospectus Regulation and ancillary laws, can be found.
  
The allocation can be made on the sole discretion of the Board after enter from the Joint Bookrunners. Allocation can be based mostly on standards equivalent to (however not restricted to), present possession within the Company, worth management, timeliness of the applying, relative order dimension, sector data, perceived investor high quality and funding horizon. The Board might, at its sole discretion, reject and/or scale back any purposes. There is not any assure that any applicant can be allotted Offer Shares.
  
Subject to completion of the Private Placement, the Company has agreed to a 90-day lock-up for the Company, topic to customary exemptions.
  
The Board has thought-about the Private Placement in mild of the equal remedy obligations underneath the Norwegian Securities Trading Act, the foundations on equal remedy underneath Oslo Rule Book II for corporations listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal remedy. The Board is of the view that the contemplated transaction can be in compliance with these necessities. The Board has thought-about various constructions for the elevating of latest fairness. Following cautious issues, the Board is of the view that it will likely be within the widespread curiosity of the Company and its shareholders to lift fairness by a personal placement setting apart the pre-emptive rights of the shareholders. By structuring the transaction as a personal placement, the Company expects to be ready to finish the share concern in in the present day’s market circumstances in an environment friendly method and at a better subscription worth than would have been the case for a rights concern. In the evaluation it has additionally been considered that the Private Placement is topic to a publicly introduced book-building course of.
  
The Company might, topic to completion of the Private Placement, and sure different circumstances, suggest to hold out a subsequent providing of latest shares (the “Subsequent Offering“) which, topic to relevant securities legislation, can be directed in direction of present shareholders within the Company as of 8 December 2021 (as registered within the VPS two buying and selling days thereafter), who (i) weren’t allotted Offer Shares or Additional Offer Shares within the Private Placement, and (ii) should not resident in a jurisdiction the place such providing could be illegal or, would (in jurisdictions aside from Norway) require any prospectus, submitting, registration or comparable motion.
  
Please see hooked up an up to date Company presentation.
  
Advokatfirmaet DLA Piper Norway DA acts as authorized advisor to the Company and Advokatfirmaet Grette AS acts as authorized advisor to the Joint Bookrunners.
  
For additional data, please contact:
  
Anders Lenborg, CEO, +47 934 13 130, [email protected]Christian Helland, CVO, +47 418 80 000, [email protected]Suna Alkan, CSO, +47 913 02 907, [email protected]
  
This data is taken into account to be inside data pursuant to the EU Market Abuse Regulation (MAR) and is topic to the disclosure necessities pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This inventory alternate announcement was printed by Suna Alkan, CSO at Cloudberry Clean Energy ASA on 8 December, 2021, at 16:30 CET.
  
About Cloudberry
  
Cloudberry is a renewable vitality firm working within the Nordics and in accordance with native custom. The Company owns, develops, and operates hydropower vegetation and wind farms in Norway and Sweden. Cloudberry is powering the vitality transition to a sustainable future by offering new renewable vitality in the present day and for future generations. The Company believes in a elementary long-term demand for renewable vitality in Europe. With this as a fundament, Cloudberry is constructing a sustainable, scalable, environment friendly, and worthwhile platform for creation of shareholder worth. Cloudberry`s shares are traded on Oslo Stock Exchange’s most important record (Oslo Børs), supported by sturdy homeowners and led by an skilled staff and board. The Company has workplaces in Oslo, Norway (most important workplace) and Karlstad, Sweden. To study extra about Cloudberry, go to www.cloudberry.no
  
Important Notices
  
This announcement doesn’t represent or type part of any provide of securities on the market or a solicitation of a proposal to buy securities of the Company in the United States or some other jurisdiction. The distribution of this announcement and different data could also be restricted by legislation in sure jurisdictions. Copies of this announcement should not being made and might not be distributed or despatched into any jurisdiction through which such distribution could be illegal or would require registration or different measures. Persons into whose possession this announcement or such different data ought to come are required to tell themselves about and to look at any such restrictions. The securities of the Company might not be provided or offered in the United States absent registration or an exemption from registration underneath the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company haven’t been, and won’t be, registered underneath the U.S. Securities Act. Any sale in the United States of the securities talked about on this communication can be made solely to “certified institutional patrons” as outlined in Rule 144A underneath the U.S. Securities Act. No public providing of the securities can be made in the United States. In any EEA Member State, this communication is simply addressed to and is simply directed at certified traders in that Member State inside the which means of the EU Prospectus Regulation, i.e., solely to traders who can obtain the provide with out an permitted prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (along with any relevant implementing measures in any Member State). In the United Kingdom, this communication is simply addressed to and is simply directed at Qualified Investors who (i) are funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are individuals falling inside Article 49(2)(a) to (d) of the Order (excessive internet value corporations, unincorporated associations, and many others.) (all such individuals collectively being known as “Relevant Persons”). These supplies are directed solely at Relevant Persons and should not be acted on or relied on by individuals who should not Relevant Persons. Any funding or funding exercise to which this announcement relates is out there solely to Relevant Persons and can be engaged in solely with Relevant Persons. Persons distributing this communication should fulfill themselves that it’s lawful to take action. Any Target Market Assessment is with out prejudice to the necessities of any contractual, authorized or regulatory promoting restrictions in relation to the Private Placement. For the avoidance of doubt, the Target Market Assessment doesn’t represent: (a) an evaluation of suitability or appropriateness for the needs of MiFID II; or (b) a suggestion to any investor or group of traders to put money into, or buy, or take some other motion in any way with respect to the Company’s shares. Each distributor is accountable for enterprise its personal Target Market Assessment in respect of the Company’s shares and figuring out applicable distribution channels. Matters mentioned on this announcement might represent forward-looking statements. Forward-looking statements are statements that aren’t historic details and could also be recognized by phrases equivalent to “anticipate”, “imagine”, “proceed”, “estimate”, “count on”, “intends”, “might”, “ought to”, “will” and comparable expressions. The forward-looking statements on this launch are based mostly upon varied assumptions, lots of that are based mostly, in flip, upon additional assumptions. Although the Company believes that these assumptions have been affordable when made, these assumptions are inherently topic to important recognized and unknown dangers, uncertainties, contingencies and different necessary components that are tough or not possible to foretell and are past its management. Such dangers, uncertainties, contingencies and different necessary components may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such forward-looking statements. Actual occasions might differ considerably from any anticipated improvement on account of quite a few components, together with with out limitation, adjustments in funding ranges and want for the Company’s companies, adjustments within the common financial, political and market circumstances within the markets through which the Company function, the Company’s means to draw, retain and encourage certified personnel, adjustments within the Company’s means to interact in commercially acceptable acquisitions and strategic investments, and adjustments in legal guidelines and regulation and the potential affect of authorized proceedings and actions. Such dangers, uncertainties, contingencies and different necessary components may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such forward-looking statements. The Company doesn’t present any ensures that the assumptions underlying the forward-looking statements on this announcement are free from errors nor does it settle for any duty for the longer term accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to replicate subsequent occasions. You mustn’t place undue reliance on the forward-looking statements on this doc. Current market circumstances are affected by the COVID-19 virus outbreak. The improvement in each Cloudberry’s operations in addition to related monetary markets typically could also be affected by authorities measures to mitigate the impact of the virus, discount in exercise, unavailable monetary markets and different. The data, opinions and forward-looking statements contained on this announcement converse solely as at its date and are topic to alter with out discover. Each of the Company, the Joint Bookrunners and their respective associates expressly disclaims any obligation or enterprise to replace, assessment or revise any assertion contained on this announcement whether or not on account of new data, future developments or in any other case. This announcement is made by and, and is the duty of, the Company. The Joint Bookrunners are appearing completely for the Company and nobody else and won’t be accountable to anybody aside from the Company for offering the protections afforded to their respective shoppers, or for recommendation in relation to the contents of this announcement or any of the issues referred to herein. Neither the Joint Bookrunners nor any of their respective associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any duty for the contents of this announcement or any issues referred to herein. This announcement is for data functions solely and isn’t to be relied upon in substitution for the train of impartial judgment. It will not be meant as funding recommendation and not at all is it for use or thought-about as a proposal to promote, or a solicitation of a proposal to purchase any securities or a suggestion to purchase or promote any securities of the Company. Neither the Joint Bookrunners nor any of their respective associates accepts any legal responsibility arising from the usage of this announcement.

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