Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Energi & Miljö |
Industri | Energikällor |
2023-11-09 16:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 9 November 2023: Reference is made to the stock exchange announcement
published by Otovo ASA ("Otovo" or the "Company") on 26 October 2023, where the
Company announced that it was considering to carry out an equity raise. The
Company hereby announces a contemplated private placement with gross proceeds of
up to NOK 450 million (the "Offer Size") by issue of new shares (the "Offer
Shares") in the Company (the "Private Placement"). The subscription price per
Offer Share in the Private Placement will be at a fixed price of NOK 3.45 (the
"Offer Price"). The Company has received pre-commitments covering 97% of the
Offer Size from the Pre-Committing Investors (as defined below), and has
additionally received indications from other investors such that the full Offer
Size is covered. In addition, the Company's board of directors (the "Board") may
propose a Subsequent Offering (as defined below), see further details below,
towards existing shareholders not participating in the Private Placement.
The net proceeds to the Company from the Private Placement will be used for
growth capital to build up the Company's positions in across Europe and general
corporate purposes to ensure a path towards profitability which is planned to be
reached through a combination of sales volume growth, operational cost
improvements, and monetization of the Company's subscription assets.
The Offer Price has been determined by the Board in discussions with the
Managers following a pre-sounding of the Private Placement with certain
Pre-Committing Investors (as defined below).
The following investors (jointly the "Pre-Committing Investors"), collectively
holding approx. 44% of the Company's shares outstanding, have on certain
conditions pre-committed the following in the Private Placement at the Offer
Price:
- AxSol AB will subscribe for NOK 104.0 million and will be allocated a minimum
of NOK 104.0 million.
- Nysnø Klimainvesteringer AS will subscribe for NOK 29.4 million and will be
allocated a minimum of NOK 29.4 million.
- Å Energi Invest AS will subscribe for NOK 286.0 million and will be allocated
a minimum of NOK 267.4 million.
- OBOS BBL will subscribe for NOK 17.6 million and will be allocated a minimum
of NOK 5.0 million.
*Timeline and terms of the Private Placement*
The Company has appointed Bryan, Garnier & Co, DNB Markets, a part of DNB Bank
ASA, and Pareto Securities AS as joint global coordinators and joint bookrunners
in the Private Placement (together the "Managers").
The application period in the Private Placement commences today, 9 November
2023, at 16:30 CET and close on 10 November 2023 at 08:00 CET (the "Application
Period"). The Company reserves the right, at its sole discretion, to extend or
shorten the Application Period at any time and for any reasons on short, or
without, notice. If the Application Period is extended or shortened, the other
dates referred to herein might be changed accordingly.
Allocation of Offer Shares (conditional upon approval by the EGM) will be
determined at the end of the Application Period at the sole discretion of the
Board in consultation with the Managers. Allocation will be based on criteria
such as (but not limited to) pre-commitments (as described above), existing
ownership in the Company, timeliness of the application, relative order size,
sector knowledge, perceived investor quality and investment horizon.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000 per investor. However, the Company may, at its
sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the
extent permitted by applicable exemptions from the prospectus requirements
pursuant to the Norwegian Securities Trading Act (the "STA") and ancillary
regulations. Further selling restrictions and transaction terms will apply.
*Timeline and settlement*
For settlement purposes, the Private Placement will be divided in two tranches:
(i) a first tranche of up to 29,757,959 Offer Shares ("Tranche 1")