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Beskrivning
| Land | Norge |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
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2025-12-02 19:13:22
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: Reference is made to the stock exchange
announcement published earlier today, 2 December 2025 by Ocean Sun AS ("Ocean
Sun" or the "Company") regarding a contemplated private placement (the "Private
Placement") of new shares in the Company (the "Offer Shares").
The Private Placement has been successfully completed, raising gross proceeds to
the Company of NOK 9,897,240 million, through the allocation of 4,948,620 Offer
Shares, each at a subscription price of NOK 2.00 per Offer Share (the
"Subscription Price").
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, a closely associated company to Kristin Skau Åbyholm (board member)
has been allocated 4,498,620 Offer Shares for a total subscription amount of NOK
8,997,240. Please see the attached form of notification and public disclosure
for further information.
The payment date for the Private Placement is expected to be on or about 5
December 2025. 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.
Notification of allocation of the Offer Shares and payment instructions are
expected to be issued to the applicants on or about 3 December 2025 through a
notification to be issued by Fearnley Securities AS (the "Manager").
The board of directors (the "Board") has resolved the share capital increase in
relation to Private Placement and following registration of the share capital
increase with the Norwegian Register of Business Enterprises (the "NRBE"), the
Company will have a share capital of NOK 499,348.20 divided into 49,934,820
shares, each with a nominal value of NOK 0.01.
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 was in the common interest of the Company and its shareholders to raise
equity through a private placement, in particular because the Private Placement
enabled the Company to secure equity financing to accommodate the Company's
working capital requirements, and the Company has through the Private Placement
been able to raise capital at a premium. The Offer Price represents a premium of
approximately 78% to the market price of the Company's shares at close of
trading on Euronext Growth Oslo on 2 December 2025. Further, a private placement
reduced the execution and completion risk, as it enabled 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 Board has resolved not to launch a subsequent repair offering (the
"Subsequent Offering") based on the fact that the largest shareholders,
representing a significant portion of the Company's shareholders, have been
contacted as part of the Private Placement, and that the Private Placement is
completed at a premium to the current trading price.
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.