NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER
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.
Oslo, 13 October 2021
Carbon Transition ASA ("Carbon Transition" or the "Company") announces today the
launch of a private placement and issue of new shares in the Company (the "New
Shares"), with gross proceeds of minimum NOK 35 million and up to NOK 50 million
(the "Private Placement"), representing approximately 18% (based on NOK 50
million) of the outstanding capital of the Company. The final subscription price
will be set following an accelerated book-building process.
Carbon Transition has retained SpareBank 1 Markets AS (the "Manager") as
Bookrunner in connection with the Private Placement.
The net proceeds of the Private Placement will be used to strengthen the
company's cash holdings and ability to do new investments following on from the
Company's investment in CO2 Capsol AS ("CO2 Capsol"), as announced by the
Company 12 October 2021.
The Private Placement will be directed towards a limited number of existing
shareholders and new investors, subject to applicable exemptions from relevant
registration, filing and offering prospectus requirements, and subject to other
applicable selling restrictions.
On 11 October 2021 (and later reconfirmed on 13 October 2021), Carbon Transition
received undertakings from its majority shareholders (jointly, the
"Underwriters") Middelborg AS, Tigerstaden AS, F2 Funds AS, Tiveden AS, Beck
Asset Management AS, Ginny Invest AS, Philip Holding AS, Ballista AS, Q Capital
AS and Livermore Invest AS, against a guarantee commission of 2%, to underwrite
the minimum amount of the Private Placement with a subscription price not lower
than NOK 1.30. The guaranteed minimum subscription price is at a 10.2% premium
to the closing price 11 October 2021.
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
requirement in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The bookbuilding period for the Private Placement opens on 13 October 2021 at
16:30 CET and closes on 14 October 2021 at 08:00 CET. The Manager and the
Company's board of directors (the "Board") may at any time resolve to close or
extend the bookbuilding period at their sole discretion and on short notice, or
to cancel the Private Placement in its entirety.
The Private Placement will be divided into two tranches. Tranche 1 will consist
of up to 21,282,205 New Shares (representing approx. 10% of the outstanding
shares in the Company ("Tranche 1" and the "Tranche 1 New Shares",
respectively). Tranche 2 will consist of up to a number of New Shares that,
together with the Tranche 1 New Shares, corresponds to a total transaction equal
to the final Offering Size (the "Tranche 2" and the "Tranche 2 New Shares",
Completion of Tranche 1 is not conditional upon completion of Tranche 2, and
subscription of and payment for Tranche 1 Offer Shares will remain final and
binding and cannot be revoked or terminated by the respective applicants if
Tranche 2 is not completed.
The completion of Tranche 1 is subject to approval by the Board pursuant to an
authorization granted by the Company's general meeting on 6 August 2021. The
completion of Tranche 2 is subject to the approval by an extraordinary general
meeting in the Company, expected to be held on or about 4 November 2021 (the
"EGM") to be called for shortly after the allocation in the Private Placement.
Allocation of the shares in the Private Placement will be determined after the
expiry of the bookbuilding period, and the final allocation will be made by the
Board at its sole discretion. The Company will announce the final number of New
Shares placed in the Private Placement in a stock exchange announcement
following the Board's resolution to allocate the shares, however expected to be
published before opening of trading on the Oslo Stock Exchange tomorrow 14
October 2021. Applicants will receive a pro rata portion of New Shares in
Tranche 1 and Tranche 2 based on their overall allocation in the Private
Placement, with the exception of the Underwriters who have agreed that any New
Shares which they are allocated in the Private Placement may be allocated in
Settlement of Offer Shares in Tranche 1 is expected to be on or about 18 October
2021 (DVP, T+2) in the form of existing and unencumbered shares in the Company
that are already listed on Euronext Expand, pursuant to a share lending
agreement between SpareBank 1 Markets AS as Manager, the Company and
Investeringsfondet Viking AS as lender.
Payment for Tranche 2 New Shares is expected to take place on or about 5
November 2021 following approval by the EGM and delivery of the Tranche 2 New
Shares is expected to take place soon as practicably possible after the EGM and
following payment and registration the share capital increase pertaining to the
Tranche 2 New Shares with the Norwegian Register of Business Enterprises and
issuance of the Tranche 2 New Shares with the Norwegian Central Securities
Depository, Euronext VPS, expected to occur on or about 8 November 2021 .
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014 and is of the opinion that the contemplated transaction is in
compliance with these requirements. The Board has considered alternative
structures for the raising of new equity. Following careful considerations, the
Board is of the view that it will be in the common interest of the Company and
its shareholders to raise equity through a private placement setting aside the
pre-emptive rights of the shareholders. By structuring the transaction as a
private placement, the Company expects to be in a position to complete the share
issue in today's market conditions in an efficient manner and at a higher
subscription price than would have been the case for a rights issue. The Board
in particular notes that the minimum subscription amount has been guaranteed by
certain shareholders at a subscription price above the market price at the time
of entering into the underwriting agreement. In the assessment it has also been
taken into consideration that the Private Placement is subject to a publicly
announced book-building process. Hence, the Board has decided that no subsequent
repair offering will be made.
Advokatfirmaet Schjødt AS acts as legal counsel in connection with the Private
A summary presentation of Carbon Transition is attached to this announcement.
Ronny Bøhn, CEO
+47 905 58 517
Nils Haugestad, CFO
+47 977 04 439
About Carbon Transition ASA
Carbon Transition ASA ("CARBN") is an investment company listed on Euronext
Expand. CARBN has a strategy to invest in companies and technologies which
contribute to significant reductions of carbon emissions. The company may also
invest more broadly in the "energy transition" space. CARBN has a legacy seismic
business operating under the name Axxis Geo Solutions, with both an ocean-bottom
seismic contract business and a multi-client data library.
More information on www.axxisgeo.com
This document 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
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the
United States of America.
This document is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.
The Manager is acting for the Company in connection with the Private Placement
and no one else and will not be responsible to anyone other than the Company 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.
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.