Aega ASA – Private placement of convertible loan successfully placed

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UNLAWFUL



Oslo, 21 June 2022. 

Reference is made to the stock exchange announcement published by Aega ASA
("Aega" or the "Company") on 3 June 2022 regarding the contemplated 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"). The Company hereby
announces that it has allocated NOK 19.880.000 in a private placement of a
convertible loan (the "Loan"). The Loan carries an interest at 3-month NIBOR
plus 5.75%, with an upper maximum of 10% interest, and is secured with a pledge
in the Company's shares in and claims in Aega Solar AS. The lenders may convert
their respective principal amount of the Loan to shares at a subscription price
of NOK 1, subject to customary terms and conditions, from and including 31
December 2022. 

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

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

The issuance of the Loan was resolved by the Company's Board of Directors (the
"Board") at a Board meeting held on 20 June 2022, based on the authorisation
granted to the Board at the Company's Annual General Meeting on 31 May 2022. 

Notification of allotment of the Loan including settlement instructions will be
sent to the applicants on 21 June 2022. 

The Board has considered the private placement of the Loan in light of the equal
treatment obligations under the Norwegian Securities Trading Act, the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rules of equal
treatment. Completion of the private placement of the Loan implies a deviation
from the existing shareholders' pre-emptive rights to subscribe for and be
allocated an amount of the Loan. The Board has carefully considered such
deviation and has resolved that the private placement of the Loan is in the best
interests of the Company and its shareholders. In reaching this conclusion, the
Board has among other things considered the availability of capital markets
financing in a timely manner together with the necessity for the Company to
realize its communicated targets in line with its approved strategy, taking into
account that the Loan is based on the investor interest obtained following a
marketing process with certain existing and potential new investors and a
publicly announced process. 

The largest investors in the convertible loan is Lars Brandeggen, Svend Egil
Larsen og Andreas Hofstad through their respective investment companies. These
three investors were allocated a total of NOK 7,000,000. - 

The following persons discharging managerial responsibilities ("Primary
Insiders") and close associates received allotments in the Loan:

-	Halldor Chr. Tjoflaat, chairman, was allocated a loan amount of NOK 1,000,000.
-
-	Jan P. Harto, board member, was allocated a loan amount of NOK 600,000. -
-	Kristine Larneng, board member, was allocated a loan amount of NOK 200,000. -
-	Nils Petter Skaset, CEO, was allocated a loan amount of NOK 500,000. -

Primary insider notifications pursuant to the market abuse regulation article 19
are attached.

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: +47 951 88 154, e-mail: ceo@aega.no


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.

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