Aega ASA - Contemplated fund raising

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Aega ASA - Contemplated fund raising

Oslo, 3 June 2022. 

Reference is made to the stock exchange announcement published by Aega ASA
("Aega" or the "Company") on 11 March 2022 regarding updates on warrants with
expiry in March 2022 and facilitation of the Company's financing for further
growth, as well as the stock exchange announcement published on 31 May 2022
announcing that the annual general meeting for 2022 has been held. The general
meeting has granted authorisations to the board of directors to resolve share
capital increases and issuance of convertible bonds.

The Company hereby announces an intention to carry out a 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"). No minimum proceeds have been decided
for the Fund Raising. The final size and structure of the Fund Raising,
including the number of new shares to be issued, the amount of convertible loan
and conversion price, if made, will be resolved by the Board of Directors of the
Company (the "Board"). 

The net proceeds of the Fund Raising will be used for the following purposes:

o	Acquisition of additional solar parks in Italy;
o	Operational expenditure; and
o	General corporate purposes.

The proceeds from the Fund Raising are expected to ensure financing of the
Company's acquisition of two solar parks in Italy, as further described in stock
exchange announcement from 16 March 2022. 

The Fund Raising will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements. The
minimum subscription and allocation amount in the Private Placement will be the
NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from prospectus and registration requirements, including the
Norwegian Securities Trading Act, the EU Prospectus Regulation and ancillary
regulations, are available. 

The subscription and conversion price and allocation of shares and loan in the
Fund Raising, as applicable, will be determined through an application process
with relevant investors. The process for the Fund Raising commences today and
will end when the Company has received commitments from investors to contribute
capital on acceptable terms for the Company. The Fund Raising may end at any
time at the discretion of the Company and may be cancelled at any time and
consequently, the Company may refrain from completing any private placement and
issuance of convertible loan. The Company expects to announce the results of the
Fund Raising in a stock exchange announcement at the latest on 30 June 2022.

The final details and structure for the Fund Raising will be determined by the
Company. Details regarding allotment and payment instructions will be sent when
the final allocation of the private placement and the convertible loan has been
made by the Board. The Board will focus on criteria such as (but not limited to)
current ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, perceived investor quality
and investment horizon.

The completion of the Fund Raising, including any issue of shares is subject to
(i) the corporate resolutions of the Company required to implement the private
placement and/or the convertible loan, including issue of any shares, being
validly made, and (ii) the share capital increase pertaining to the issuance of
any allocated new shares being validly registered with the Norwegian Register of
Business Enterprises and any allocated new shares being validly issued and
registered in the Euronext Securities Oslo (ESO) (formerly VPS). 

The Board has considered alternative structures for raising funds. Following
careful considerations, the Board is of the view that it will be in the common
interest of the Company and its shareholders to raise funds through private
placements setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as private placements, the Company will be in a
position to raise capital in an efficient manner, with a lower discount to the
current trading price and with significantly lower risks compared to a rights
issue. In addition, the Fund Raising is subject to a publicly announced process.
Accordingly, a market based subscription price will be achieved.

The Company may, subject to completion of the Fund Raising, consider conducting
a subsequent share offering (the "Subsequent Offering"). If carried out, the
size and structure of the Subsequent Offering shall be in line with market
practice. Shareholders being allocated shares or loan in the Fund Raising will
not be eligible to participate in a Subsequent Offering. The Company reserves
the right in its sole discretion to not conduct the Subsequent Offering.

The Company's latest company update presentation is available at www.aega.no. 

For further information please contact:
Nils Petter Skaset, CEO of Aega ASA
Tel: [phone], e-mail: [e-mail]


About AEGA
Aega ASA is 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 States absent
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 States or to conduct a public offering of securities in
the United States. Any sale in the United States of 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 Kingdom that 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 EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Nils Petter Skaset chief
executive officer at Aega ASA on 3 June 2022 at the CEST time stated in this
announcement on behalf of the Company.

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