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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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement by Vow ASA (OSE: VOW) ("Vow" or the "Company") yesterday regarding a contemplated private placement of up to 8,000,000 shares in the Company (the "Private Placement"). The Private Placement comprised an offering of up to 5,000,000 new shares (the "New Shares" or the "Primary Offering") and a sale of up to 3,000,000 existing shares (the "Secondary Offering", and together with the New Shares, the "Offer Shares") from Ingerø Reiten Investment Company AS, Daler Inn Limited, Exproco Limited and Badin Invest Limited (collectively, the "Selling Shareholders"). The Private Placement took place through an accelerated bookbuilding process after close of market yesterday.
The Company is pleased to announce that the Private Placement has been successfully completed, through the allocation of 8,000,000 Offer Shares at an offer price of NOK 46 per Offer Share (the "Offer Price"). The Offer Price represents a 8.37% discount to the closing price as per 23 March 2021. Of the total number of Offer Shares allocated in the Private Placement, 5,000,000 were allocated in the form of New Shares, raising gross proceeds to the Company of NOK 230 million. The remaining 3,000,000 Offer Shares were allocated in the form of Sale Shares, raising gross proceeds to the Selling Shareholders of NOK 138 million. Reference is made to the Company's announcement regarding the launch of the Private Placement yesterday for information about the Company's intended use of the net proceeds raised through the issuance of the New Shares in the Private Placement.
The Private Placement and the issuance of the New Shares was resolved by the Company's board of directors at a board meeting held yesterday, 23 March 2021, pursuant to the authorisation granted by the Company's general meeting on 25 May 2020. Completion of the issuance of the New Shares is further subject to payment being received for the New Shares to be issued in the Private Placement.
Notification of allotment of the Offer Shares in the Private Placement and payment instructions will be sent to the applicants who have been allocated Offer Shares through a notification from the Managers (as defined below). Settlement of all Offer Shares, including the New Shares, towards investors will be made on a delivery versus payment basis on 26 March 2021 (T+2 settlement), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. With respect to the New Shares, such settlement procedure is facilitated pursuant to a share lending agreement entered into between SpareBank 1 Markets AS (on behalf of the Managers), the Company and Ingerø Reiten Investment Company AS. All Offer Shares delivered to the subscribers will thus be tradeable from allocation. The shares borrowed for the settlement of the New Shares in the Private Placement will be redelivered by SpareBank 1 Markets AS (on behalf of the Managers) to Ingerø Reiten Investment Company AS in the form of New Shares to be issued by the Company.
Following registration of the new share capital pertaining to the Private Placement in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), the Company will have an issued share capital of NOK 11,425,987, divided into 114,259,870 shares, each with a par value of NOK 0.10. The registration is expected to take place on or about 31 March 2021.
Completion of the Private Placement necessitates a deviation from the shareholders' pre-emptive rights to subscribe for the New Shares. The board of directors has considered the Private Placement, including the Secondary Offering, in light of the requirements in the Norwegian Public Limited Liability Companies Act and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on the Oslo Stock Exchange, as well as the Oslo Stock Exchange's guidelines on the rules of equal treatment. The board of directors has concluded that the Private Placement will be in compliance with applicable regulation and guidelines applicable for the Company. In reaching this conclusion, the board of directors has amongst other emphasised that:
- It is in the Company and its shareholders interest that new equity is raised through a private placement, as an efficient capital raise procedure.
- For the development of the Vow share price, it is preferable that primary insiders sell larger blocks of shares through a publicly announced, accelerated bookbuilding process in stead of in the market.
- Other shareholders have had the chance to sell their Vow shares in the market at the same trading price.
- The Secondary Sale will contribute to increased liquidity in the Vow share.
- The Subscription Price was determined following a pre-sounding with wall-crossed investors and a publicly announced bookbuilding process, and thereby represents market value for the Company's shares.
- The dilutive effect of the Private Placement is only 4.4%.
Based on the above, the board of directors also resolved not to proceed with a subsequent offering.
The Company and the Selling Shareholders have engaged Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") to advise on, and effectuate, the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company and the Selling Shareholders in connection with the Private Placement, and Advokatfirmaet BAHR AS is acting as legal advisors to the Managers.
For further information, please contact:
Erik Magelssen - CFO
Tel: + 47 928 88 728
About Vow ASA
In Vow and our subsidiaries Scanship and Etia we are passionate about preventing pollution. Our world leading solutions convert biomass and waste into valuable resources and generate clean and CO2 neutral energy for a wide range of industries.
Cruise ships on every ocean have Vow technology inside which processes waste and purifies wastewater. Fish farmers are adopting similar solutions, and public utilities and industries use our solutions for sludge processing, waste management and biogas production on land.
Our ambitions go further than this. With our advanced technologies and solutions, we turn waste into biogenetic fuels to help decarbonize industry and convert plastic waste into fuel, clean energy and high-value pyro carbon. Our solutions are scalable, standardized, patented and thoroughly documented, and our capability to deliver is well proven. They are key to end waste and stop pollution.
This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act") or to publications with a general circulation in the United States of America. This announcement is not an offer for sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. Neither the Company nor the Selling Shareholders intend to register any part of the Private Placement in the United States of America.
There will be no public offering of the securities in the United States of America. Any public offering in the United States of America would be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Regulation 2017/1129 (the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation.
The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company or the Selling Shareholders, any of their respective Directors, or any other person in connection with the Private Placement.
The Managers are acting for the Company and the Selling Shareholders in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Vow and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Vow assumes no responsibility to update forward -looking statements or to adapt them to future events or developments.