November 11, 2025 11:01 ET

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Solar A/S

Solar A/S

The board of directors of Solar A/S (“Solar” or the "Company") has today resolved to launch an offering of up to 646,000 new B-shares (corresponding to up to nominally DKK 64,600,000) in Solar (the “New Shares”) at market price (the “Offering”). The New Shares represent up to 10% of Solar’s total B-shares outstanding and up to 8.78% of Solar’s total registered share capital. The Offering will begin immediately and will be executed through an accelerated bookbuilding.

Background and use of proceedsOn 22 October 2025 Solar announced that its subsidiary, Solar Norge A/S had signed an agreement to acquire 100% of Sonepar Norge AS as further described in company announcement no. 9/2025 (the "Transaction").

The net proceeds from completion of the Offering are intended to be used for partial payment of the purchase price in respect of the Transaction.

Terms of the OfferingThe Offering have not been and will not be registered in the US.

The Offering will be carried out as a private placement made to institutional and professional investors residing in Denmark and in other relevant jurisdictions within the European Economic Area and the United Kingdom, or to fewer than 150 natural or legal persons per member state in the European Economic Area, other than qualified investors, and without pre-emption rights for Solar's existing shareholders and will be based on applicable exemptions from the obligation to publish a prospectus. The offer price for the New Shares will be determined through an accelerated bookbuilding process. The bookbuilding of the Offering will open with immediate effect and can close at any time. The result of the Offering, the final offer price and number of New Shares to be issued will be announced through a company announcement as soon as practicable thereafter. If the Offering is oversubscribed, an individual allocation of New Shares will be made. The Offering is fully underwritten by Fonden af 20. December. Moreover, Fonden af 20. December has undertaken to subscribe for a number of New Shares corresponding to its ownership percentage, i.e. 17% of the Company's existing share capital.

Solar has agreed in connection with the Offering to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions). In addition, members of Solar's board of directors as well as members of the executive management have in connection with the Offering agreed to undertake a lock-up commitment for 180 calendar days following admission to trading and official listing of the New Shares (subject to certain exceptions).Resolution on share capital increaseThe decision to launch the Offering in a directed issue and private placement is made by the board of directors pursuant to article 9(2) of Solar’s articles of association pursuant to which the board of directors is authorised to make share capital increases without pre-emption rights for the existing shareholders.

The New Shares, if issued, will rank pari passu in all respects with the existing B-shares in Solar. The New Shares will be negotiable instruments, and no restrictions will apply for their transferability. No B-shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholder.Admission for trading and official listingThe New Shares, if issued, will be issued in the systems of VP Securities A/S (“Euronext Securities”) and delivered to the investors in the temporary ISIN code DK0064531479. The temporary ISIN code, DK0064531479, will be merged with the existing ISIN code for the existing B-shares, DK0010274844, as soon as possible following registration of the share capital increase with the Danish Business Authority. The temporary ISIN code will not be admitted to trading and official listing on Nasdaq Copenhagen A/S but only registered in Euronext Securities for subscription of the New Shares. Nasdaq Copenhagen has confirmed that the New Shares, if issued, will be listed under the existing ISIN code for the existing B-shares, DK0010274844, subject to the registration of the capital increase relating to the New Shares with the Danish Business Authority. New Shares are, if issued, expected to be admitted to trading and official listing on Nasdaq Copenhagen on or around 17 November 2025.

The admission to trading and official listing of the New Shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and Solar making an announcement to that effect.

SettlementThe Offering will be settled through Euronext Securities by way of book entry against cash payment.