Notice of extraordinary general meeting in Rindi Energi AB

The shareholders in Rindi Energi AB, reg. no. 556495-8758, are hereby summoned to an extraordinary general meeting to be held at 5.00 p.m. on 2 November 2018 at the company’s office, Norrlandsgatan 16 in Stockholm.

Participation

Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB as of 27 October 2018 and must have made a notification of participation to Annika Hederstedt no later on 29 October, either by e-mail to Annika.hederstedt@rindi.se or by phone 00498-291550. Notification shall include the shareholder’s name, personal identification number/corporate registration number, shareholding, address and daytime telephone number, as well as, wherever applicable, details of advisors, proxies, and representatives. The notification shall also, if applicable, e.g. for legal persons, contain attachments to authorization documents such as registration certificates or equivalent.

Nominee-registered shares

To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Shareholders who wish to re-register their shares must advise their nominees well in advance before 27 October 2018, when such registration shall be duly effected.

Proxy etc.

Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The original power of attorney and, if applicable, certificate of registration should be submitted to the company by post in due time prior to the meeting to: Rindi Energi AB, Box 1192, SE-621 22 Visby, Sweden.

Proposal for the agenda
1. Opening of the meeting and election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to verify the minutes.
4. Approval of the agenda.
5. Determination of whether the meeting was duly convened.
6. Presentation of documents referred to in Chapter 12, section 7, Chapter 20, section 12, Chapter 20, section 8, Chapter 20, section 13 and Chapter 20, section 14 of the Companies Act.
7. The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to amend the articles of association of Rindi Energi AB.
8. The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to reduce the share capital by way of redeeming all Class B shares in Rindi Energi AB and proposal to resolve to carry out a bonus issue in Rindi Energi AB, and
9. Closing of the meeting.
 

Item 7:          
The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to amend the articles of association of Rindi Energi AB

Solör Bioenergi Biobränslen Holding AB, which owns more than 99 per cent of the shares and votes in Rindi Energi AB, proposes that the general meeting resolves to adopt a new articles of association. The amendment means that the limits of the number of shares will be adjusted downwards so that the minimum numbers of shares in the company are 1,000,000 and the maximum number of shares are 4,000,000.

 

Item 8:          
The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to reduce the share capital by way of redeeming all Class B shares in Rindi Energi AB and proposal to resolve to carry out a bonus issue in Rindi Energi AB

Solör Bioenergi Biobränslen Holding AB proposes that the general meeting resolves to reduce the company’s share capital by redeeming all 35,890,826 Class B shares, each with a par value of SEK 2. The redemption resolution, and the resolution to amend the articles of association, are conditional upon Solör Bioenergi Biobränslen Holding AB, which holds 35,876,845 Class B shares in the company, announcing that the company wishes to redeem its shares without consideration. For the remaining 13,981 Class B shares, a redemption payment of SEK 10, of which SEK 8 exceeds the par value of the share. The redemption payment is deemed to well correspond to the consideration received in a statutory buy-out procedure. The reduction amount for the redeemed shares without consideration amounts to SEK 71,753,690, which will be allocated to the non-restricted equity. The reduction amount for redeemed shares with consideration amounts to SEK 27,962. In addition to the reduction amount, a total of SEK 111,848 will be paid out to the shareholders, which reduces the non-restricted equity.

Solör Bioenergi Biobränslen Holding AB proposes that the record date for the right to receive redemption payment shall be on 16 November 2018, or at a later date that the board of directors decides.

Payment for the shares that will be redeemed shall be made immediately after reconciliation.

Furthermore, Solör Bioenergi Biobränslen Holding AB proposes that the general meeting at the same time resolves on a bonus issue, entailing an increase in the share capital of SEK 71,781,652. The amount by which the share capital is to be increased shall be transferred to the share capital from non-restricted equity and no new shares shall be issued. The share capital is thereby restored.

Provision of documents

The company’s annual report and the audit report as well as the proposals in their entirety are available two weeks prior to the general meeting at the company’s office: Norrlandsgatan 16 in Stockholm. The documents will be sent free of charge to shareholders who request it and state their address to the company. Furthermore, the documents will be available at the general meeting

_______________

Stockholm in October 2018

 

The board of directors

 

Solør Bioenergi acquires Pemco Energi

Solör Bioenergi grows in Sweden and Norway through the acquisition of Pemco Energi from the Norwegian Investment Company Pemco.

– We have followed the development of Pemco Energi and are impressed by the position the company managed to obtain within wood‐based bioenergy in Sweden and Norway. Moreover, Pemco’s value proposition to its customers is highly complementary to Solör’s business model in District Heating. This will lead to numerous positive effects for the combined operation, says Solör Bioenergi’s CEO Martinus Brandal

Solör Bioenergi is a leading bioenergy company, the Group is operating in the entire value chain from procurement, production and distribution to sale of energy in form of district heating, industrial steam, electricity and various biomass products. According to the Solör’s CEO, the acquisition of Pemco Energi shows Solör’s ambitions to grow further.

‐ Demand for renewable energy will increase over the next years. Solör Bioenergi is further strengthening its position in a market we really believe in with the acquisition of Pemco Energi, says Brandal.

Pemco Energi owns and operates 82 local heat plants in Norway and Sweden and produces wood‐based biofuel at two facilities in Säffle and Brumunddal.

‐ Pemco Energi had a strong development during the recent years. We are confident that Solör Bioenergi will continue this path based on their profound competence and experience within wood‐based bioenergy, says Håkon Knappskog from Pemco AS.

Håkon Knappskog, who has led Pemco Energi since 2012 believes that the company will continue its growth with the new owners.

‐ The company has a robust position today based on its highly skilled employees, the ambition to perform and the ability to deliver results. This makes me believe in a bright future for the company, says Knappskog.

The parties agreed not to disclose the purchase price paid.

For more information, contact :

Florian Raitner
CFO Solör Bioenergi
+41(0)78 679 88 44
florian.raitner@solorbioenergi.com

Ben Holan
Head of Communications Pemco AS
+47 47 409 459
ben.holan@pemco.no

About Solör Bioenergi
Solør Bioenergy Group provides essential energy services primarily in Sweden. The Group produces wood‐based bioenergy for the public and private sector including private households, municipalities, industrial customers and local/regional governments. As a leading bioenergy company, the Group is operating in the entire value chain from procurement, production and distribution to sale of energy in form of district heating, industrial steam, electricity and various biomass products. Within the Group’s operations, there are 52 power plants, 3 environmental terminals, 2 pellet plants and 1 briquette plant. The annual energy delivery amounts to approximately 2.1 TWh and the Group has approximately 7,000 customers. The head office is located in Stockholm, Sweden. Read more about Solør Bioenergy Group at www.solorbioenergi.com.

About Pemco Energi
Pemco Energi is one of the fastest growing companies within renewable energy in Scandinavia. The company has 35 employees and annual revenues of 165 MNOK. The company owns pellets production facilietes with a combined production capacity of approx. 60 000 tonne per year which equals approx. 290 GWh renewable energy. In 2017, the company delivered 145 GWh through 82 local heat plants in Norway and Sweden. Pemco Energi was established 30 years ago and is part of the Pemco‐Group with annual revenues of 2 billion NOK.

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Solör Bioenergi Holding AB finalizes refinancing

Reference is made to Solör Bioenergi Holding AB’s (the “Company”) previous stock exchange
announcements regarding its refinancing. The Solør Bioenergy Group has today closed the
refinancing of its entire debt.

The Company has today repaid its NOK 650 million senior secured bond issue 2012/2017 with ISIN
NO 001 0662356 (the “NOK Bond”) and its SEK 950 million senior secured bond issue 2014/2019 with
ISIN SE 000 5999687 (the “SEK Bond”) in accordance with earlier announcements. The Company has
today also refinanced all bank debt in its Swedish and Norwegian wholly-owned subsidiaries.

About Solør Bioenergy Group
Solør Bioenergy Group comprises bioenergy companies which are providing essential energy services
in Sweden, Norway and Poland. The Group produces wood-based bioenergy for the public and
private sector including private households, municipalities, industrial customers and local/regional
governments. As a leading bioenergy company, the Group is operating in the entire value chain from
procurement, production and distribution to sale of energy in form of district heating, industrial
steam, electricity and various biomass products.

Contact
Daniel Jilkén, CLO
Phone +41 76 761 27 90, email daniel.jilken@solorbioenergi.com

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NOK 650 million bond – ISIN NO 001 0662356 and the SEK 950 million bond – ISIN SE 0005999687

Reference is made to Solör Bioenergi Holding AB’s previous stock exchange announcements
regarding the Nordic Bioenergy Infrastructure AS transaction. Solør Bioenergi Holding AS has today
completed the acquisition of all outstanding shares in Nordic Bioenergy Infrastructure AS.

About Solør Bioenergy Group
Solør Bioenergy Group comprises bioenergy companies which are providing essential energy services
in Sweden, Norway and Poland. The Group produces wood-based bioenergy for the public and
private sector including private households, municipalities, industrial customers and local/regional
governments. As a leading bioenergy company, the Group is operating in the entire value chain from
procurement, production and distribution to sale of energy in form of district heating, industrial
steam, electricity and various biomass products.

Contact
Daniel Jilkén, CLO
Phone +41 76 761 27 90, email
daniel.jilken@solorbioenergi.com

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Solör Bioenergi Holding AB secures new financing and redemption of bonds

Reference is made to Solör Bioenergi Holding AB’s (the “Company”) stock exchange announcements
regarding the offer to purchase Nordic Bioenergy Infrastructure AS (the “Acquisition”). As mentioned
in the stock exchange announcement dated 23 March 2017, the Acquisition is contingent upon
several conditions, including financing.

“Solör Bioenergi Holding AB has today signed an agreement for a senior secured bank financing with
a bank syndicate comprising European and Nordic banks as well as an agreement for junior financing
with an international finance institution. The Company is now well positioned to pursue its growth
strategy.” says Martinus Brandal, chairman and CEO.

The senior secured bank financing will be secured by the assets in the Company’s Swedish district
heating business. As a consequence of the new financing, the Company waives its financing condition
for the Acquisition.

The new financing provides the Company with sufficient financing to exercise the right of early
redemption of its NOK 650 million senior secured bond issue 2012/2017 with ISIN NO 001 0662356
(the “NOK Bond”) and its SEK 950 million senior secured bond issue 2014/2019 with ISIN SE 000
5999687 (the “SEK Bond”), as resolved by a bondholders’ meeting for the NOK Bond held 30 March
2017 and through a written procedure for the SEK Bond that ended 4 April 2017. The Company will
exercise the right of early redemption of both the NOK Bond and the SEK Bond today, and
redemption is expected to take place on 26 April 2017.

About Solør Bioenergy Group
Solør Bioenergy Group comprises bioenergy companies which are providing essential energy services
in Sweden, Norway and Poland. The Group produces wood-based bioenergy for the public and
private sector including private households, municipalities, industrial customers and local/regional
governments. As a leading bioenergy company, the Group is operating in the entire value chain from
procurement, production and distribution to sale of energy in form of district heating, industrial
steam, electricity and various biomass products.

Contact
Daniel Jilkén, CLO
Phone +41 76 761 27 90, email daniel.jilken@solorbioenergi.com

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Notice of Early Voluntary Redemption

Solör Bioenergi Holding AB (publ) (the “Company”) hereby gives notice to all holders of the
Company’s SEK 950,000,000 senior secured floating rate bonds due 2019 with ISIN SE0005999687
(the “Bonds”) of its exercise of the early voluntary redemption option in relation to the total
outstanding principal amount of the Bonds in accordance with condition 11.3 of the amended and
restated terms and conditions of the Bonds dated 6 April 2017 (the “Conditions”).
Terms defined in the Conditions shall have the same meaning when used herein, unless otherwise
defined.

The date on which the redemption will occur will be 26 April 2017 (the “Early Redemption Date”).
The total outstanding amount of the Bonds is SEK 950,000,000.
The Bonds will be redeemed at an amount equal to the sum of 100.00 per cent. of the Nominal
Amount plus accrued but unpaid interest, from, but excluding, the preceding Interest Payment Date
(10 March 2017) up to, and including, the Early Redemption Date (26 April 2017) (the “Call Option
Amount”).

The Call Option Amount will be disbursed on the Early Redemption Date to Holders registered as
owners of the Bonds with Euroclear Sweden AB on the Record Date which will be 19 April 2017.
The last trading date to have a transaction registered is 13 April 2017.
In conjunction with the early redemption, the Bonds will be delisted from the corporate bond list at
NASDAQ Stockholm.
This notice of early redemption is irrevocable and is governed by Swedish law.

About Solør Bioenergy Group
Solør Bioenergy Group comprises bioenergy companies which are providing essential energy
services in Sweden, Norway and Poland. The Group produces wood-based bioenergy for the
public and private sector including private households, municipalities, industrial customers
and local/regional governments. As a leading bioenergy company, the Group is operating in
the entire value chain from procurement, production and distribution to sale of energy in form
of district heating, industrial steam, electricity and various biomass products.

Contact
Daniel Jilkén, CLO
Phone +41 76 761 27 90, email daniel.jilken@solorbioenergi.com

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Solör Bioenergys bondholders meeting

Notice from bondholders’ meeting in Solör Bioenergi Holding AB’s NOK 650 million bond – ISIN NO 001 0662356.

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Nordic Bioenergy Infrastructure AS’ shareholders accept offer

Solør Bioenergy has offered the shareholders of Nordic Bioenergy Infrastructure AS NOK 28.75 per
share in the company. The offer has been accepted today by an extraordinary shareholders’
meeting in Nordic Bioenergy Infrastructure AS.

Solør Bioenergi Holding AS (the Offeror), a wholly owned subsidiary of Solör Bioenergi Holding AB
(publ), announced a conditional offer to acquire all outstanding shares in Nordic Bioenergy
Infrastructure AS (the Company) on certain terms and conditions (the Offer) on 6 March 2017. The
Offer was revised on 14 March 2017 (the Revised Offer).

The shareholders of the Company have today on an extraordinary shareholders’ meeting decided to
accept the Revised Offer. No shareholders voted against the Revised Offer.
The Revised Offer is contingent upon several conditions, including financing, ordinary course of
business of the Company, and others. The Revised Offer price is NOK 28.75 per share which gives a
total Revised Offer purchase consideration for all outstanding shares in the Company of NOK
287,500,000, based on 10,000,000 fully diluted shares in the Company and gross-of-fees.
The Revised Offer shall be completed by the Offeror on 30 April 2017.

Solør Bioenergy Group comprises bioenergy companies which are providing essential energy services in Sweden, Norway and Poland. The Group produces wood-based bioenergy for the public and private sector including private households, municipalities, industrial customers and local/regional governments. As a leading bioenergy company, the Group is operating in the entire value chain from procurement, production and distribution to sale of energy in form of district heating, industrial steam, electricity and various biomass products.

Stockholm, 23 March 2017
Contact: Daniel Jilkén, CLO
Phone +41 76 761 27 90, email daniel.jilken@solorbioenergi.com

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Summons to Written Procedure SEK Bond

This voting request for procedure in writing has been sent on 16 March 2017 to Bondholders directly registered in the debt register (Sw. skuldbok) kept by Euroclear Sweden AB as of 15 March 2017. If you are an authorised nominee under the Swedish Financial Instruments Accounts Act or if you otherwise are holding Bonds on behalf of someone else on a Securities Account, please forward this notice to the holder you
represent as soon as possible. For further information, please see below under Section 5.3
(Voting rights and authorisation).

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