|By Marketwired .||
|January 17, 2014 11:34 AM EST||
GENEVA, SWITZERLAND -- (Marketwired) -- 01/17/14 -- Etrion Corporation ("Etrion" or the "Company") (TSX:ETX)(OMX:ETX), a solar independent power producer, announces its intention to undertake a private placement.
Etrion intends to offer common shares in a private placement to raise gross proceeds of approximately USD 60,000,000 aimed at Swedish and international investors (the "Private Placement"). The Company retains the right to increase the size of the Private Placement at its discretion by up to an additional USD 20,000,000.
The price of the shares in the Private Placement will be determined in a book-building process that will begin at or around 17:31 Central European Time (CET) on January 17, 2014, and end before the commencement of trading on NASDAQ OMX Stockholm on January 20, 2014.
Payment for the shares will be made in cash. The proceeds from the Private Placement are intended to be used to (i) fund Etrion's remaining share of the equity requirements relating to its previously announced initial project development in Chile; (ii) repay the approximately USD 18 million shareholder loan outstanding to Lorito Holdings (Guernsey) Limited, a company associated with Etrion's major shareholder, the Lundin family; (iii) other business development activities; and (iv) general corporate purposes.
An application will be made to the Toronto Stock Exchange (the "TSX") for approval of the Private Placement. The new shares to be issued pursuant to the Private Placement will be listed on NASDAQ OMX Stockholm. Closing of the Private Placement is subject to, among other things, TSX approval and is expected to occur on or about January 31, 2014, or such other date(s) as the Company and the joint lead managers may agree.
The Private Placement is also subject to approval by the Board of Directors of Etrion. The Board can choose to cancel the book-building at its sole discretion for any reasons and can refrain from continuing with the Private Placement.
Pareto Securities AB has been appointed as sole bookrunner and, together with ABG Sundal Collier AB, as joint lead manager in connection with the Private Placement. Gernandt & Danielsson Advokatbyra is legal advisor to the joint lead managers, and Norton Rose Fulbright Canada and Ashurst are Etrion's legal advisors in connection with the Private Placement.
Etrion Corporation is an independent power producer ("IPP") that builds, owns and operates utility-scale solar power generation plants. Etrion owns 17 solar power plants in Italy with approximately 60 MW of installed capacity. The Italian operations generate more than USD 40 million of annual earnings before interest, taxes, depreciation and amortization ("EBITDA"). Etrion is also developing greenfield solar power projects in Chile and Japan. The Company is listed on the Toronto Stock Exchange in Canada and the NASDAQ OMX Stockholm exchange in Sweden under ticker symbol "ETX". Etrion's largest shareholder is the Lundin family, which owns approximately 25% of the Company's shares directly and through various trusts.
For additional information, please visit the Company's website at www.etrion.com.
Etrion discloses the information provided herein pursuant to the Swedish Securities Market Act. The information was submitted for publication at 17:31 CET on January 17, 2014.
The information above is not intended for, and may not be distributed to or be published in, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zeeland, South Africa, the United States, or any other jurisdiction where this would require registrations measures or would constitute a breach of law.
The information above does not contain or constitute an invitation or an offer to acquire, subscribe for, sell or otherwise trade in shares or other securities in the Company ("the securities"). Nor does it constitute a prospectus under the terms in Directive 2003/71/EC.
No securities are or will be registered in accordance with the U.S. Securities Act of 1933 ("Securities Act") or any provincial act in Canada or any legislation in Australia, Hong Kong, Japan, New Zeeland or South Africa. The securities may therefore not, directly or indirectly, be sold, resold, offered for sale, delivered or spread within or to any of these jurisdictions, or to any person located there at that point of time or resident there, or on account of such person, and further not to or within any other jurisdiction where such measure would violate the laws of the jurisdiction or require registrations measures, other than in accordance with an applicable exemption. A failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions.
Pareto Securities AB and ABG Sundal Collier AB are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this announcement. Pareto Securities AB and ABG Sundal Collier AB accept no responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Private Placement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the anticipated amounts to be raised in the Private Placement, the anticipated date of closing of the Private Placement and the anticipated start date of the book building process) constitute forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, without limitation, the ability of the Company to generate sufficient interest in the purchase of the securities being offered in the Private Placement and existing shareholders viewing the Private Placement favourably. Reliance should not be placed on forward-looking information. Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, unanticipated delays in the start of the book building process, the risk that the pricing of the new shares is not satisfactory to the Company, the risk that approvals are not obtained in a timely manner with respect to the Private Placement (or any component of the Private Placement for which such approval is required), the risk that interest for the new shares is not at a level that is acceptable to the Company and the failure to close the Private Placement in a timely matter, if at all.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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