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Reference is made to Vow ASA's (the "Company" or "Vow") (OSE: Vow) stock exchange announcement on 25 February 2021, regarding the contemplated spin-off and subsequent listing of Vow Green Metals AS ("Vow Green Metals"), a wholly-owned subsidiary of Vow. This launch and spin-off of Vow Green Metals is part of Vow’s strategy to create shareholder value by developing and delivering technologies and solutions that prevent pollution, safeguard the environment and combat climate change.
The board of directors of Vow and Vow Green Metals today announce that they have signed a joint demerger plan for the demerger of Vow, whereby Vow's assets, rights and obligations related to its contemplated activities for industrial and continuous production of biocarbon as reducing agent for the metallurgical industry (the "Biocarbon Business") are transferred to Vow Green Metals, while all other assets, rights and liabilities will remain with Vow (the "Demerger"). The Demerger is subject to the approval by an extraordinary general meeting to be held in May 2021.
The board of directors and management of Vow have concluded that a demerger will be the most suitable organisation of Vow in order to facilitate further growth and enhanced values for its shareholders.
After the Demerger, Vow will continue to develop and deliver technologies, solutions and innovative business models that convert biomass and waste into valuable resources and generate clean and CO2 neutral energy to customers in a wide range of industries at sea and on land.
Vow Green Metals will offer industrial production of biocarbon to the metallurgical industry through a “build-own-operate” model, and focus on commercialisation, development, and further expansion of the Biocarbon Business.
The Demerger will benefit both businesses as it will create a simpler and clearer corporate structure visualising the existing values of Vow. It will provide both Vow and Vow Green Metals with more flexibility and a better basis to fund their respective businesses.
Terms of the demerger and timetable
The demerger is proposed to be carried out as a statutory demerger by way of a transfer to an existing company ("demerger and merger" (Nw: fisjonsfusjon)) in accordance with Chapter 14 of the Norwegian Public Limited Liability Companies Act.
The boards of Vow and Vow Green Metals have resolved upon an exchange ratio of 93.5%/6.5%, with 93.5% of the value of the total business to remain in Vow and 6.5% of value of the business being transferred to Vow Green Metals. The exchange ratio is based on an assessment made by the boards of Vow and Vow Green Metals, based on recognized valuation methods, considered to provide the most correct valuation of the underlying values in Vow.
The demerger is proposed to be implemented by way of decreasing the share capital of Vow through a reduction of the nominal value of the shares with NOK 0.00650, from NOK 0.10000 to NOK 0.09350. The size of the share capital decrease in Vow reflects the allocation of the net values between the companies in the demerger. The shareholders of Vow will receive shares in Vow Green Metals by way of increasing the share capital in this company through issuance of new shares as demerger consideration. The demerger consideration to Vow's shareholders will be made entirely by the issuance of 114,259,870 new shares in Vow Green Metals, each with a nominal value of NOK 0.00650. Thus, the exchange ratio implies that the reduction of the nominal value on 1 share in Vow with NOK 0.0065 will give the right to 1 new share in Vow Green Metals and that the shareholders in Vow will receive shares in Vow Green Metals in the same ratio as they own shares in Vow when the Demerger becomes effective.
Vow has also decided to implement a share capital increase in Vow Green Metals of NOK 150 mill, meaning that Vow will maintain an ownership interest in Vow Green Metals of approximately 30.5% when the Demerger becomes effective.
The completion of the demerger is subject to the satisfaction of a number of conditions, including (i) that the demerger plan and related resolutions are approved with the required majority at the general meeting of Vow, (ii) that legislation does not prevent registration of the demerger and that the parties obtain any required permissions/consents from public authorities, contracting parties and other third parties, (iii) that no decision has been made by the Oslo Stock Exchange which would prevent the continued listing of Vow on the Oslo Stock Exchange, (iv) that the Oslo Stock Exchange has approved the listing of the shares in Vow Green Metals on Euronext Growth Oslo and (iv) that the creditor notice period has expired for both parties and the relation to any creditors having submitted objections have been clarified.
The extraordinary general meetings of Vow and Vow Green Metals for the approval of the Demerger is expected to be held on or about one month after the registration and publication of the proposed Demerger in the Norwegian Register of Business Enterprises, and the Demerger is subject to timely satisfaction of the above mentioned conditions expected to be completed and become effective in the end of June 2021 or the beginning of July 2021.
Governance, management and employees
The current board of directors and management of Vow will not be affected by the Demerger. The listed holding company Vow ASA does not have employees, and the employees in Vow's subsidiaries will continue their employment unchanged with their relevant employers. The Demerger will accordingly not have any implications for the employees of the Vow group.
Vow Green Metals has an interim board of directors comprising Narve Reiten (chairperson of the board), Susanne L. R. Schneider, Bård Brath Ingerø and Hanne Refsholt. Henrik Badin, CEO of Vow ASA, will be interim CEO of Vow Green Metals. Vow Green Metals does not have any other employees at the date hereof, but will work towards hiring employees or engage consultants as deemed necessary and beneficial from the time of the completion of the Demerger.
No agreements have been, or are expected to be, entered into by Vow Green Metals in connection with the transaction for the benefit of any Vow board members or senior employees, or for the benefit of any Vow Green Metals board members or senior employees. It is however noted that certain employees within the Vow group have been granted options in the Company. In connection with the implementation of the Demerger, adjustment agreements will be prepared to ensure that the holders of such options will maintain their financial rights.
About Vow Green Metals
Vow Green Metals is a newly incorporated private limited liability company and is currently a wholly-owned subsidiary of Vow. Vow Green Metals will upon completion of the Demerger be owned by the shareholders of Vow (as registered as such in the VPS at the date of completion of the Demerger) and by Vow (approximately 30.5%). Vow Green Metals will apply for admission of its shares on Euronext Growth Oslo as part of the Demerger process.
Vow Green Metals will build, own and operate facilities for continuous production of biocarbon, based on Vow ASA technology, to be sold to metallurgic industry. The first facility is planned at Follum, in Hønefoss, Norway, with a production of 10,000 tons of biocarbon. The goal is to increase the production up to 100,000 tons over the next years.
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 information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act