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Ensurge Micropower ASA: Contemplated Private Placement
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.
Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets AS (collectively referred to as the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares") raising gross proceeds of NOK 50-70 million (the "Private Placement"). Certain investors have, subject to customary conditions, undertaken to subscribe for and will be allocated shares in the Private Placement for a total amount of circa NOK 48 million: Robert Keith, Alden AS and Tigerstaden AS have collectively undertaken to subscribe for NOK 27.5 million while certain other existing and new shareholders have undertaken to subscribe for circa NOK 20 million.
The subscription price per Offer Share (the "Offer Price") and the final number of Offer Shares to be issued will be determined by the Company's board of directors (the "Board"), in consultation with the Managers, on the basis of an accelerated bookbuilding process to be conducted by the Managers.
The net proceeds from the Private Placement will be used to fund the Company’s operations and development work going forward. The Company anticipates that agreements with partners (strategic and customers) will significantly contribute towards coverage of the Company’s cash expenses from Q1 2023. Key numbers from Q3 2022 are attached. The Q3 2022 figures are broadly in line with Company budgets and what the Company has previously have commented.
The bookbuilding period for the Private Placement will commence on 8 November 2022 at 16:30 CET and is expected to close on 9November 2022 at 08:00 CET (the "Bookbuilding Period"). The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or to extend the Bookbuilding Period or to modify or cancel the Private Placement in its entirety without further notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The allocation of Offer Shares will be determined at the end of the bookbuilding period and the final allocation will be made at the sole discretion of the Board after input from the Managers. Allocation will be based on criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 9 November 2022 through a notification to be issued by the Managers.
The Private Placement will be divided into two tranches. The first tranche will consist of up to 18,256,183 shares ("Tranche 1" and the "Tranche 1 Offer Shares"), which equals the number of shares the Board may issue based on the current outstanding authorization to issue new shares granted by the annual general meeting of the Company on 25 May 2022 (the "Authorization"). The second tranche will consist of the remaining number of shares for the Private Placement ("Tranche 2" and the "Tranche 2 Offer Shares "). Issuance of the Tranche 2 Offer Shares will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 30 November 2022 (the "EGM"). The Offer Shares are expected to be allocated pro rata to applicants in Tranche 1 and Tranche 2, however, such that the following pre-committed investors have undertaken to take delivery of Offers Shares in Tranche 2: Robert Keith, Alden AS and Tigerstaden AS.
Settlement of the Tranche 1 Offer Shares is expected to take place on or about 11 November 2022 on a delivery versus payment ("DvP") basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a share lending agreement (the "Share Lending Agreement") entered into between the Company, Alden AS and the Managers. The Tranche 1 Offer Shares issued pursuant to the Authorization will be used to settle the share borrowing from Alden AS. The Offer Shares allocated to investors in Tranche 2, other than the shares allocated to Robert Keith, Alden AS and Tigerstaden AS, are also expected to be settled on a DvP basis and will be tradable on Oslo Børs following approval by the EGM by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to the Share Lending Agreement, provided that the shares borrowed to settle the Tranche 1 Offer Shares have been redelivered to Alden AS at such time. The Tranche 2 Offer Shares allocated to Keith, Alden AS and Tigerstaden as well as the new shares to be delivered to Alden AS under the Share Lending Agreement in relation to Tranche 2 of the Private Placement will not be tradable on Oslo Børs until a prospectus (the "Prospectus") has been approved by the Financial Supervisory Authority of Norway (the “FSA”) and will be issued on a separate ISIN until the Prospectus has been approved and published.
Completion of Tranche 1 is subject to necessary corporate resolutions by the Board required to consummate Tranche 1 of the Private Placement, including final approval by the Board of the Private Placement and issuance of the Tranche 1 Offer Shares pursuant to the Authorization. Completion of Tranche 2 is subject to completion of Tranche 1 and the EGM resolving to issue the Tranche 2 Offer Shares. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed.
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. 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.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved.
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of the Prospectus by the FSA, Ensurge will consider carrying out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards eligible shareholders in Ensurge who are shareholders in the Company as of 8 November 2022, as registered in Ensurge's register of shareholders with the Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) on 10 November 2022, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected to occur during December 2022, and the subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement. Ensurge will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
Ensurge Micropower in brief
Ensurge is Energizing Innovation (TM) with ultrathin, flexible, and safe energy storage solutions for wearable devices, connected sensors, and beyond. Ensurge's innovative solid-state lithium battery (SSLB) technology is uniquely positioned to enable the production of powerful, lightweight, and cost-effective rechargeable batteries for diverse applications. The company's state-of-the-art flexible electronics manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of SSLB technology to established and expanding markets. Ensurge Micropower ASA ("Ensurge") is a publicly listed company in Norway with corporate headquarters in Oslo and global headquarters in San Jose, California.
Advisors
Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets AS are acting as financial advisors and joint bookrunners in connection with the Private Placement. Advokatfirmaet Ræder AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Ståle Bjørnstad - Investor Relations
E-mail: stale.bjornstad@ensurge.com
Phone: +47 99 16 76 72
Kevin Barber - Chief Executive Officer
E-mail: kevin.barber@ensurge.com
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 MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate Development and IR, on 8 November 2022 at 16.30 CET.
Important information:
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or its securities 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.
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