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.
Reference is made to the stock exchange announcement published on 8 November 2022 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"). Ensurge is pleased to announce that the Private Placement has been successfully placed, through an allocation of 18,256,183Offer Shares in Tranche 1 (the "Tranche 1 Offer Shares") and an allocation of 9,243,817 Offer Shares in Tranche 2 (the "Tranche 2 Offer Shares"), at a subscription price of NOK 2.0 per Offer Share for total gross proceeds (i.e. both tranches) of approximately NOK 55 million.
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.
The share issue and associated share capital increase in Tranche 1 has been resolved by the Board of Directors of the Company pursuant to an authorization to issue new shares granted by the annual general meeting of the Company on 25 May 2022 (the “Authorization”). Following completion of Tranche 1 of the Private Placement, the Company's share capital will be NOK 232,634,834.19 divided into 234,984,681 shares, each with a par value of NOK 0.99.
Issuance of the Tranche 2 Offer Shares will be subject to approval by an extraordinary general meeting of the Company (the "EGM"). The Board of Directors has resolved to call for the EGM, expected to be held on or about 30 November 2022. The notice for the EGM is expected to be distributed on or about 9 November 2022.
Investors will receive all of their allocated Offer Shares in Tranche 1 of the Private Placement, except for Robert Keith, Alden AS (“Alden”) and Tigerstaden AS who will receive Offer Shares in Tranche 1 and Tranche 2 of the Private Placement.
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 entered into between the Company, Alden and the Managers. The Tranche 1 Offer Shares issued pursuant to the Authorization will be used to settle the share borrowing from Alden.
Payment of Tranche 2 is expected on or about 1 December 2022, however, the Tranche 2 Offer Shares 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.
The Subsequent Offering
The Board will further propose to the EGM that a subsequent offering of new shares in the Company is carried out at a subscription price per share equal to the subscription price in the private placement (the “Subsequent Offering”). The maximum amount of the subsequent offering would be NOK 15 million. The Subsequent Offering would be subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by 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. A Subsequent Offering would 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 the key information relating to the Subsequent Offering.
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.
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
Phone: +47 99 16 76 72
Kevin Barber - Chief Executive Officer
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 23.30 CET.
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.
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 the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 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 its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees 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 document.
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 of the Managers nor any of their respective 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.