Beskrivning
Land | Cypern |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2025-06-19 22:22:25
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Standard Supply AS: Private placement successfully placed
Oslo, 19 June 2025
Reference is made to the stock exchange announcement from Standard Supply AS
(the "Company" or "Standard") published on 19 June 2025 regarding a contemplated
private placement of new shares in the Company (the "Private Placement" and the
"New Shares") to raise gross proceeds of up to approximately NOK 35 million.
The Company is pleased to announce that the Private Placement was multiple times
oversubscribed, and that the Company has allotted 1,481,481 New Shares at the
subscription price of NOK 27 per New Share (the "Subscription Price"),
corresponding to gross proceeds of approximately NOK 40 million. The Private
Placement was thereby up-sized with approximately NOK 5 million from the
originally announced transaction size.
The net proceeds from the Private Placement will be used for the purpose of
investing in bitcoin reserves.
The Private Placement will be settled in two tranches, a tranche of New Shares
for gross proceeds of NOK 25,343,037 to be issued by the use of a board
authorisation granted (the "Authorisation") by the Company's annual general
meeting held on 13 June 2025 ("Tranche 1") and (ii) a tranche of new shares in
the Company of NOK 14,656,950 to be issued by an extraordinary general meeting
of the Company expected to be held on or about 8 July 2025 (the "EGM") ("Tranche
2"). In line with this settlement structure, the Company's Board of Directors
has today resolved to increase the share capital of the Company with NOK
9,386,310 through the issuance of 983,631 New Shares, each with a par value of
NOK 10.
The following investors pre-committed to subscribe for New Shares and have been
allocated New Shares in the Private Placement as set out below:
o S.D. Standard ETC Plc has been allocated 277,777 New Shares, for a total
subscription amount of approximately NOK 7.5 million.
o Songa Capital AS has been allocated 277,777 New Shares, for a total
subscription amount of approximately NOK 7.5 million.
o Apollo Asset Limited has been allocated 185,185 New Shares, for a total
subscription amount of approximately NOK 5.0 million.
o Titan Venture AS has been allocated 185,185 New Shares, for a total
subscription amount of approximately NOK 5.0 million.
o Alundo Invest AS has been allocated 92,592 New Shares, for a total
subscription amount of approximately NOK 2.5 million.
o Middelborg Invest AS has been allocated 92,592 New Shares, for a total
subscription amount of approximately NOK 2.5 million.
Notices of allocation of New Shares are expected to be distributed to the
investors on or about 20 June 2025 (T). Settlement for Tranche 1 will take place
on a delivery versus payment ("DVP") basis on or about 24 June 2025 (T+2).
Settlement for Tranche 2 will take place on or about 10 July 2025 and will be
subject to approval by the EGM. The New Shares in Tranche 1 will be tradable
upon allocation.
Delivery of the New Shares will be settled with existing and unencumbered shares
in the Company, pursuant to a share lending agreement (the "Share Lending
Agreement") to be entered into between Arctic Securities AS (the "Settlement
Agent"), the Company and S.D. Standard ETC PLC ("SDSD"). The Settlement Agent
will settle the share loan pursuant to each of Tranche 1 and Tranche 2 through
the delivery of New Shares to SDSD. Completion of the Private Placement (by
delivery of existing and unencumbered shares in the Company pursuant to the
Share Lending Agreement) remains conditional upon the Share Lending Agreement
remaining unmodified and in full force and effect.
The completion of the Private Placement by delivery of Offer Shares to investors
is subject to (i) all corporate resolutions required to implement the Private
Placement being validly made by the Company, including the Board resolving to
consummate the Private Placement and issue the Offer Shares in Tranche 1 and
conditionally allocate the Offer Shares in Tranche 2 (which condition has been
satisfied as of the time hereof) and the EGM resolving to issue the Offer Shares
in Tranche 2, and (ii) the Share Lending Agreement being validly entered into
and remaining unmodified and in full force and effect.
Upon completion of the Private Placement, the Company will have a share capital
of NOK 33,587,440, divided by 3,358,744 shares, each with a par value of NOK
10.0.
As further described in the stock exchange announcement regarding the launch of
the Private Placement on 19 June 2025, the Company's Board of Directors has
considered the structure of the Private Placement in light of applicable rules
on equal treatment, and is of the opinion that the Private Placement is in
compliance with these requirements.
The Company's Board of Directors has resolved to not carry out a subsequent
offering. In reaching this decision, the Board of Directors emphasized that the
Subscription Price of NOK 27 implies a significant premium to the latest closing
price of the Company's Shares on 19 June 2025 of NOK 20.80 and that the Company
succeeded with raising capital through an effective transaction with only minor
completion risk and without the need for a guarantee consortium. It was also
emphasized that a significant percentage of the Company's share capital was
contacted in the pre-sounding and marketing phase of the Private Placement, and
that the cost and resources required to carry out a subsequent offering would
not be proportionate, taking into account the factors described above, to the
disadvantage of the shareholders that were not offered to subscribe for New
Shares in the Private Placement.
ADVISORS
Arctic Securities AS is acting as Sole Manager and Bookrunner (the "Manager") in
the Private Placement. Advokatfirmaet CLP DA is acting as Norwegian legal
counsel to Standard Supply.
* * *
For further information, please contact:
CEO Eldar Paulsrud at +47 481 65 599
Board member Espen L. Fjermestad at +47 952 04 493
standard-supply.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Eldar Paulsrud, CEO, on the time and date
provided.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. 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 offering 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 in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State.
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as
amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication 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 for
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. 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 release 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 their
control. Such risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the expectations expressed
or implied in this release by such forward-looking statements. The Company does
not make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors nor does it accept any
responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this
announcement to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
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.
Neither the Manager nor any of its affiliates accepts any liability arising from
the use of this announcement.
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.