Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Energi & Miljö |
Industri | Energikällor |
2025-09-17 07:50:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Eam Solar AS (the "Company") hereby announces a rights issue with tradeable
preferential subscription rights (the "Subscription Rights") for the Company's
existing shareholders as at the close of trading on the day of the EGM (as
defined below) to raise gross proceeds of up to NOK 20 million (the "Rights
Issue").
The issue is being carried out to secure the company additional working capital
in order to follow up on the legal processes the company is involved in and to
maximize the scope for various business opportunities for the company going
forward.
The proposed Rights Issue is subject to, inter alia, approval by the Company's
shareholders at an extraordinary general meeting in the Company (the "EGM"),
expected to be held on 1 October 2025. The notice of the extraordinary general
meeting is expected to be sent to shareholders on 17 September 2025 and will be
published in a separate stock exchange announcement.
The subscription price for the new shares to be issued in the Rights Issue shall
be minimum NOK 1.0 per share (the "Subscription Price"). To facilitate this, the
Company will ask the EGM to approve a share capital reduction to NOK 1.0 per
share (the "Share Capital Reduction").
Norne Securities AS has been engaged as manager and bookrunner (the "Manager")
for the Rights Issue. The Rights Issue is subject to the following conditions
(together, the "Conditions"): (i) the EGM approving the Rights Issue and the
Share Capital Reduction, and (ii) the Company having published a national
prospectus (the "Prospectus") as registered in the Norwegian Register of
Business Enterprises ("NRBE").
The record date for the Rights Issue will be the second trading date after the
EGM, expected to be on 3 October 2025 (the "Record Date"). Each shareholder will
be granted Subscription Rights in proportion to the number of existing shares
registered in the Company's shareholder register as at the Record Date, cf.
section 10-4 of the Norwegian Private Limited Liability Companies Act. Each
Subscription Right will, subject to applicable securities laws, give the right
to subscribe for and be allocated one new share in the Company (the "Offer
Shares"). Provided that a purchase of shares is made with ordinary T+2
settlement, shares purchased up to and including 1 October 2025 will give the
right to receive subscription rights, whereas shares purchased from and
including 2 October 2025, will not give the right to receive subscription
rights.
The subscription rights will be tradable and sought listed on the Euronext
Growth Oslo ("EGO") from and including the first day of the subscription period
and until 16:30 (Oslo time) four trading days prior to the expiry of the
subscription period. Oversubscription and subscription without subscription
rights will be allowed.
It is contemplated that the Rights Issue will be conducted with a two-weeks
subscription period, commencing on the first or second trading date after the
Record Date, subject to satisfaction of the Conditions for the Rights Issue. All
dates and other figures with respect to the Rights Issue included herein remain
tentative and subject to change. Any changes will be announced at the EGM or
through stock exchange announcements.
Allocation
The allocation principles for the Offer Shares in the Rights Issue will be set
out in the EGM resolution and in the Prospectus, but are expected to be as set
out below:
a) Firstly, allocation of Offer Shares to subscribers will be made in
accordance with granted and acquired Subscription Rights which have been validly
exercised during the Subscription Period. Each Subscription Right will give the
right to subscribe and be allocated one Offer Share in the Rights Issue.
b) Secondly, if not all Subscription Rights are validly exercised during the
Subscription Period and there are remaining unallocated Offer Shares following
the allocation pursuant to paragraph a) above, subscribers who have exercised
their Subscription Rights and over-subscribed, will be allocated additional
Offer Shares on a pro rata basis based on the number of Subscription Rights
exercised by each subscriber.
d) Finally, Offer Shares not allocated pursuant to paragraph a) - b) above, will
be allocated by the Board.
Indicative timeline
According to the current tentative timetable, and subject to all of the
Conditions being met, it is expected that the Rights Issue will take place
according to the following tentative timeline:
On or around 1 October 2025: EGM
On or around 1 October 2025: Last day including subscription rights
On or around 2 October 2025: First day of trading in the shares excluding
subscription rights
On or around 3 October 2025: Record date for determination of the right to
receive subscription rights
On or around 3 October 2025: Publication of the Prospectus
On or around 6 October 2025: Commencement of the subscription period and first
day of trading in the subscription rights
On or around 16 October 2025: Last day of trading in the subscription rights
On or around 20 October 2025: Last day of the subscription period
On or around 21 October 2025: Allocation of the Offer Shares
On or around 24 October 2025: Payment of the Offer Shares
On or around 28 October 2025: Registration of the share capital increase with
the Norwegian Register of Business
All dates and other figures with respect to the Rights Issue included herein
remain tentative and subject to change. Any changes will be announced at the EGM
or through stock exchange announcements.
Ro Sommernes Advokatfirma DA is acting as legal advisor to the Company.