All-share offer for EDEA at 67% acceptance - Otovo waives 90% acceptance requirement and extends acceptance period until 26 November

All-share offer for EDEA at 67% acceptance - Otovo waives 90% acceptance requirement and extends acceptance period until 26 November

24 Nov 2021 15:49 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

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All-share offer for EDEA at 67% acceptance - Otovo waives the 90% acceptance
requirement and extends the acceptance period until 26 November

Reference is made to the announcement by Otovo AS ("Otovo") on 10 November 2021
regarding the all-share offer (the "Offer") for all the shares in European
Distributed Energy Assets Holding AS ("EDEA"), with an offer period ending on
Wednesday 24 November at 16:30 CET.

As of 15:30 CET, 24 November shareholders representing 67.0 % of the shares in
EDEA support the offer, of which 48.4% are Eligible Shareholders having accepted
the Offer, and the remaining 18.6% is Otovo's current holdings in EDEA.

As further described below, Otovo has resolved to waive the condition of a
minimum of 90% acceptance and will complete the Offer towards the EDEA
shareholders having accepted the Offer subject to the other conditions for
completion of the Offer being fulfilled (including approval by the general
meeting of Otovo). Otovo has also decided to extend the acceptance period for
the offer until Friday 26 November at 12:00 CET. No other changes are made to
the Offer.

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Otovo is confident that the rationale behind the transaction will be achieved
with Otovo owning more than 2/3 of the shares in EDEA and Otovo has therefore
decided to waive the minimum 90% acceptance condition.

Depending on the final acceptance level, Otovo and EDEA will consider various
strategic alternatives, terms between the companies, and cost levels going
forward to align interests and increase growth potential.

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The strategic rationale for the transaction:
• Align shareholder interests
• Expand the total value creation from Otovo's leasing contracts
• Enable a more suited capital structure in EDEA
• EDEA's shareholders will continue to benefit from the increased value creation
arising from the combined company
• Together, EDEA and Otovo are set to become Europe's leading solar company

-- 2021 has been a breakthrough year for leasing in European residential solar.
Together, EDEA and Otovo established a leasing value proposition that expands
the market to households who cannot prioritize limited funds towards green home
improvements. We see a strong strategic and industrial rationale to now fully
combine EDEA and Otovo. This will accelerate the electrification of Europe, said
CEO Andreas Thorsheim of Otovo.

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About the offer

The Offer is a share-for-share exchange offer, where Eligible Shareholders (as
defined below) in EDEA are offered 1.7 shares in Otovo (the "Consideration
Shares") for each tendered share in EDEA.
Eligible Shareholders are the EDEA shareholders as of 3 November 2021, as
appearing in the VPS on 5 November 2021, but excluding any shareholders behind
nominee accounts unless Otovo knew the identity of the ultimate shareholder upon
launch of the Offer

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The offer document is available on https://investor.otovo.com/, subject to
regulatory restrictions. The offer document contains information regarding
Otovo, the Consideration Shares, and a description of the main risk related to
an investment in Otovo and the Consideration Shares.

SpareBank 1 Markets AS is acting as settlement manager for Otovo in the Offer.
Advokatfirmaet Thommessen AS is acting as legal counsel to Otovo.

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by Anders Rønold on 24 November 2021 at 15.45 CET.

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About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the
roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and
qualified energy installers. The company uses its proprietary technology to
analyze the potential of any home and finds the best price and installer for
customers based on an automatic bidding process between available installers.
Follow us on investor.otovo.com for reports, financial calendar, contact
details, and more.

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IMPORTANT INFORMATION:
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 Otovo. 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.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not an
offer of securities for sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.

The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This announcement is only being
distributed to and is only directed at (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other
persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to
whom distributions may otherwise lawfully be made.

More information:
Access the news on Oslo Bors NewsWeb site

Source

Otovo AS

Provider

Oslo Børs Newspoint