Not for release, publication or distribution, directly or indirectly, in or
into the United States, Canada, Australia or Japan or in any jurisdiction in
which such transmission or distribution is unlawful. Any failure to comply with
this restriction may constitute a violation of US, Canadian, Australian or
Japanese securities laws or the securities laws of other states as the case may
be.
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The offering of 1,138,200 B shares in Solar A/S (“Solar” and the “Offering,
respectively) - comprising 638,200 new B shares and 500,000 existing B shares
held as treasury shares - has been successfully executed in connection with a
private placement through an accelerated bookbuilding process. Please refer to
announcement no. 23 of 24 November 2009.
The shares were sold at a price of DKK 315 per share to investors in Denmark and
internationally and subject to a lower limit per order of DKK 500,000 in a
private placement. Solar will receive gross proceeds of approximately DKK 358.5m
(€ 48m).
As the Offering was subscribed several times, an individual allocation of shares
has been made.
Subject to certain exceptions, Solar has accepted a 180-day lock-up period for
issuance of new shares
Capital increase
Following the completion of the share capital increase, the nominal share
capital of Solar will amount to DKK 792,060,700 divided into shares of a nominal
value of DKK 100 each or multiples hereof. DKK 90,000,000 of the nominal share
capital representing A shares, and DKK 702,060,700 representing B shares.
Admission for trading and official listing
NASDAQ OMX Copenhagen has confirmed that the new B shares will be listed under
the existing ISIN code for the existing B shares, DK0010274844, after
registration of the share capital increase with the Danish Commerce And
Companies Agency and merger of the temporary ISIN code DK0060196178 with the
existing ISIN code for the existing B shares in VP Securities. The temporary
ISIN code will not be listed on NASDAQ OMX Copenhagen, but only registered in VP
Securities for the subscription of the new B shares.
Expected timetable of the settlement, capital increase and admission for trading
and official listing
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| Event | Date |
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| Settlement and payment of the shares | 27 November 2009 |
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| Registration of the new B shares in the Danish | 27 November 2009 |
| Commerce And Companies Agency | |
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| The new B shares are expected to be admitted for | 1 December 2009 |
| trading and official listing on NASDAQ OMX | |
| Copenhagen | |
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Other information
Solar is registered under CVR no. 15 90 84 16.
Solar's financial year runs from 1 January to 31 December.
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| ISIN code for existing B shares | DK0010274844 |
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| Temporary ISIN code for new B shares | DK0060196178 |
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Sole bookrunner and lead manager
Carnegie Bank A/S is the sole bookrunner and lead manager, through which
subscription orders may be placed and purchases made in relation to the
Offering.
Yours faithfully
Solar A/S
Flemming H. Tomdrup
This announcement is for information purposes only and does not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor will there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering document or prospectus has been or will be
submitted for approval by any regulatory authority in relation to the Offering.
No securities will be offered or sold in the United States, Canada, Australia or
Japan in connection with what is described in this announcement. The securities
described in this announcement have not been and will not be registered under
the U.S. Securities Act of 1933, as amended.
This announcement contains “forward-looking statements”. Undue reliance should
not be placed on forward-looking statements because they relate to and depend on
circumstances that may or may not occur in the future and actual results may
differ materially to those in forward-looking statements. Forward-looking
statements include, without limitation, statements regarding our business,
financial condition, strategy, results of operations, financing and other plans,
objectives, assumptions, expectations, prospects, beliefs and other future
events and prospects. We undertake no obligation and do not intend to publicly
update or revise any of these forward-looking statements, whether to reflect new
information or future events or circumstances or otherwise.
This document is an announcement and not a prospectus for the purposes of
Directive 2003/71/EC with amendments (such Directive, together with any
applicable implementing measures in the relevant home Member State under such
Directive, the “Prospectus Directive”). A prospectus for the purposes of
Prospectus Directive has not and will not be published due to the following: In
any EEA Member State that has implemented the Prospective Directive, this
communication is only addressed to and is only directed at investors who each
subscribe securities for more than € 50,000 in relation to the offer in
question, and the offer of new B shares represents less than 10% of the B share
class of the company for a period of 12 months.
Please note that any subsequent sale of the B shares, subscribed in this
subscription round, can trigger an obligation to publish a prospectus, if the
subsequent sale does not fall within the exemptions of the Prospectus Directive
concerning non-public offering.
