Vow ASA : Contemplated Private Placement
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.
Vow ASA (OSE: VOW) ("Vow" or the "Company") is contemplating a private placement of up to 8,000,000 new and existing shares in the Company (the "Private Placement"). The Private Placement will consist of an offer 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") by Ingerø Reiten Investment Company AS, Badin Invest Limited, Daler Inn Limited and Exproco Limited (collectively, the "Selling Shareholders"), who are controlled by the primary insiders Narve Reiten (chair) and Bård Brath Ingerø (board member), Henrik Badin (CEO), Asgeir Wien (CDO) and Jonny Hansen (COO), respectively.
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 after close of trading on the Oslo Stock Exchange today. The Private Placement is directed towards a limited number of selected investors, subject to applicable exemptions from relevant prospectus requirements, including (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the "US Securities Act") and (ii) in the US to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act.
The Company intends to use the net proceeds from the Primary Offering to accelerate growth through the following initiatives:
- provide initial funding to Vow Green Metals to meet the growing demand for industry decarbonising and to build, own, and operate plants that produce high value biocarbon and CO2 neutral gas for metallurgical industries;
- further build-up and development of ETIA, the technology leader to valorise biomass residues and waste into renewable products, chemicals and fossil free energy through pyrolysis solutions;
- pursue and fund near-term growth opportunities like the recently signed co-operation agreement with Arcelor Mittal and Repsol and maintaining a leading position, including further R&D and technical development and potential value creating and strategic transactions;
- ensure a strong balance sheet to meet counterparty requirements for large projects and further improve debt financing options; and
- fund organisational build-up on the back of recent market entries and scale-up, further business development and value accretion in Vow Industries, as well as general corporate purposes.
The Secondary Offering is in part motivated by the Selling Shareholders’ wish to ensure increased free float in the Company’s stock. Proceeds from the Secondary Offering will be used by the Selling Shareholder to finance the payment of private wealth tax and down payment of debt.
The offer price and the total number of Offer Shares to be issued and sold, as applicable, in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding process will commence today, on 23 March 2021, at 16:30 hours (CET) and close on 24 March 2021 at 08:00 hours (CET). The Company and the Managers may, however, at any time resolve to shorten or extend the bookbuilding period at their sole discretion and for any reason. If the bookbuilding period is shortened or extended, any dates referred to herein may be amended accordingly. The Company and the Selling Shareholder also reserve the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the delivery of Offer Shares.
The minimum application and allocation amount in the Private Placement will be the NOK amount equivalent to EUR 100,000, provided that the Company and the Selling Shareholders may, at their sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements are available.
The allocation of Offer Shares will be determined at the end of the bookbuilding period, and the final allocation will be determined by the Company's board of directors at its sole discretion, and following advice from the Managers. Notification of allotment and payment instructions will be sent to the applicants by the Managers on or about 24 March 2021, subject to any shortenings or extensions of the bookbuilding period.
With respect to the New Shares, such shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between SpareBank 1 Markets AS, on behalf of the Managers, the Company and Ingerø Reiten Investment Company AS, in order to facilitate delivery of listed shares to all investors who are allocated Offer Shares in the Private Placement on a delivery versus payment basis. All Offer Shares delivered to the applicants in the Private Placement will thus be tradeable from allocation. SpareBank 1 Markets AS, on behalf of the Managers, will settle the share loan with the New Shares to be issued by the Company’s board of directors.
The Selling Shareholders will enter into a six month lock-up subject to certain exceptions with the Managers following completion of the Private Placement.
The Company will announce the final number of Offer Shares placed and the final offer price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 24 March 2021. Completion of the Private Placement by delivery of Offer Shares is subject to: (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company's board of directors resolving to approve the Private Placement and issue the relating shares pursuant to an authorisation given by the Company's annual general meeting held on 25 May 2020, and (ii) payment being received from the respective applicants for the Offer Shares to be issued in the Private Placement.
The Private Placement represents 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 by the Selling Shareholders, 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 in this respect taken into account among other things (i) that it based on the current market conditions is considered to be in the Company and its shareholders interest that new equity is raised through a private placement, as an efficient capital raise procedure, (ii) that the dilution resulting from the issuance of the New Shares is expected to be limited, (iii) that it is considered to be preferable that primary insiders sell larger blocks of shares through a publicly announced, accelerated bookbuilding process instead of in the market; and (iv) that the Secondary Sale will contribute to increased liquidity in the Vow share. On this basis, the board of directors have concluded that the Private Placement is in compliance with applicable equal treatment requirements.
The Company may, subject to among other things completion and outcome of the Private Placement, resolve to carry out a subsequent offering of new shares in the Company towards existing shareholders in the Company as of 23 March 2021 (as registered in the Norwegian Central Securities Depository (VPS) on 25 March 2021), who (i) were not allocated Offer Shares, (ii) are not a Selling Shareholder and (iii) are not resident in a jurisdiction where such offering would be unlawful or would, in jurisdictions other than Norway, require a prospectus, a registration or similar action. For the avoidance of doubt, no assurance can be given that a subsequent offering will be carried out.
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 advisor 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.
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