Beskrivning
| Land | Norge |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
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2025-12-02 16:30:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, Norway, 2 December 2025: Ocean Sun AS ("Ocean Sun" or the "Company") has
engaged Fearnley Securities AS (the "Manager") to advise on and effect a
contemplated private placement of new shares in the Company (the "Offer Shares")
to raise gross proceeds of approximately NOK 9-18 million (the "Private
Placement").
The subscription price per Offer Share will be fixed at NOK 2.00, and the final
number of Offer Shares to be issued will be determined by the board of directors
(the "Board"), in consultation with the Manager following expiry of the
Application Period (as defined below).
The net proceeds from the Private Placement to the Company will be applied
towards the Company's working capital requirements, including operations,
business development, and expansion.
Norda ASA has, subject to certain customary conditions, provided a
pre-commitment to apply for 4,498,620 Offer Shares at the Offer Price for a
total of approximately NOK 9 million, subject to scale-back in the event of high
demand, implying that the lower end of the Private Placement is covered at the
Offer Price.
Application Period
The application period for the Private Placement will commence today, 2 December
2025 at 16:30 hours (CET) and will close on 3 December 2025 at 08:00 hours (CET)
(the "Application Period"). The Company reserves the right to shorten, close or
extend the Application Period at any time at its sole discretion, without
notice, or to cancel the Private Placement in its entirety. If the Application
Period is shortened or extended, any other dates referred to herein may be
amended accordingly.
Allocation and settlement
Allocations of the Offer Shares will be made at the sole discretion of the
Board, in consultation with the Manager. Allocation will be based on criteria
such as (but not limited to) indications from the pre-sounding phase of the
Private Placement, existing ownership in the Company, timeliness of the
application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon.
The payment date for the Private Placement is expected to be on or about 5
December 2025. The payment date is subject to (i) any shortening or extensions
of the Application Period. The Offer Shares will be delivered to investors after
registration of the share capital increase relating to the Private Placement in
the Norwegian Register of Business Enterprises. Delivery of the Offer Shares in
the Euronext Securities Oslo (VPS) and listing of the Offer Shares on Euronext
Growth Oslo is expected to take place shortly after registration of the share
capital increase.
Conditions of completion
Completion of the Private Placement is subject to all corporate resolutions of
the Company required to implement the Private Placement being validly made by
the Company, including, without limitation, the resolution by the board of
directors (the "Board") to increase the share capital of the Company and issue
the Offer Shares pursuant to authorisations to increase the share capital in the
Company granted by the Company's general meeting held on 6 May 2025 (the
"Authorisations").
The Company will announce the number of Offer Shares to be issued and allocated
in the Private Placement through a stock exchange notice expected to be
published before opening of the trading on Euronext Growth Oslo on 3 December
2025. The Board, in consultation with the Manager, reserves the right, at any
time and for any reason, to cancel, and/or modify the terms of, the Private
Placement prior to notification of allocation.
Neither the Company nor the Manager, or any of their respective directors,
officers, employees, representatives or advisors, will be liable for any losses
if the Private Placement, is cancelled and/or modified, irrespective of the
reason for such cancellation of modification.
Selling restrictions
The Private Placement is directed towards investors subject to, in each case,
applicable exemptions from relevant prospectus, filing and registration
requirements, (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United
States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under
the US Securities Act, pursuant to an exemption from the registration
requirements under the US Securities Act. Other customary selling restrictions
will apply.
The minimum application and allocation amount has been set to the NOK equivalent
of EUR 100,000. The Company may however, at its sole discretion, allocate
amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Private Limited Liability Companies Act, and the Board is of the
opinion that it is in compliance with these principles. The Board is of the view
that it will be in the common interest of the Company and its shareholders to
raise equity through a private placement, in particular because the Private
Placement enables the Company to secure equity financing to accommodate the
Company's working capital requirements, and the Company will through the Private
Placement be able to raise capital at a premium. The Offer Price represents a
premium of 65.29% to the market price of the Company's shares at close of
trading on Euronext Growth Oslo on 1 December 2025. Further, a private placement
will reduce execution and completion risk, as it enables the Company to raise
equity efficiently and in a timely manner and at a lower cost and with
significantly reduced completion risk compared to a rights issue.
The Company may, subject to completion of the Private Placement consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 2 December 2025 (as
registered in the VPS two trading days thereafter), who (i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.
Advisors
Fearnley Securities AS is acting as manager and bookrunner in the Private
Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company in the Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Karl Lawenius (CFO), at the time and date
stated above in this announcement.
Important information
This announcement is not and does not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. 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.
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 Private Placement 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 herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors pursuant to an exemption under SEC Rule 15a-6 to the United States
Exchange Act of 1934, as amended.
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
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) person falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 to
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
concerning future events, including possible issuance of equity securities of
the Company. 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 communication 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, but not limited to, changes in investment levels
and need for the group's services, changes in the general economic, political,
and market conditions in the markets in which the group operate, and changes in
laws and regulations. Such risks, uncertainties, contingencies, and other
important factors include the possibility that the Company will determine not
to, or be unable to, issue any equity securities, and could cause actual events
to differ materially from the expectations expressed or implied in this
communication by such forward-looking statements. The Company does not make any
guarantees that the assumptions underlying the forward-looking statements in
this communication are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Manager, and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Manager is acting exclusively 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 advice in
relation to the contents of this announcement or any of the matters referred to
herein.
Neither the Manager nor any of their respective affiliates make any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
responsibility for the contents of this announcement or any matters referred to
herein.
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 of the Company.
Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly with the
total figure given.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.