Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Energi & Miljö |
Industri | Energikällor |
2025-08-25 07:00:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES OR
ANY OTHER 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, 25 August 2025:
In 2025, Energeia AS (the "Company") has continued to make positive progress
across its project portfolio, with the concession approval from NVE in June
being one of the main milestones. To support the Company's further development,
the Company is happy to announce a fully underwritten rights issue of NOK 31
million.
With the proposed rights issue the Company will secure its operational liquidity
need for more than the next 12 months. The proposed rights issue will provide
the Company with financial flexibility and enable it to continue the long-term
development of its project portfolio. The estimated working capital required for
the next 12 months, excluding investments related to project construction, is
approximately NOK 25 million.
Rights issue
The board of directors of the Company ("the Board") hereby announces that it has
resolved to propose that the Company carries out a share capital issue, by way
of a fully underwritten rights issue of 1 033 333 333 new shares in the Company
(the "Offer Shares"), to raise gross proceeds of NOK 31 million (the "Rights
Issue"). The net proceeds to the Company from the Rights Issue will be used for
short-term working capital needs to support the continued development of the
Company's project portfolio. The Company has appointed Norne Securities AS as
manager for the Rights Issue (the "Manager").
The subscription price in the Rights Issue (the "Subscription Price") is
proposed by the Board to be NOK 0.03 per share.
The Rights Issue will be directed towards shareholders of the Company as of 8
September 2025, as registered in the VPS on 10 September 2025 (the "Record
Date"), who are not resident in a jurisdiction where such offering would be
unlawful or would (in jurisdictions other than Norway) require any prospectus,
filing, registration or similar action (the "Eligible Shareholders"). Each
Eligible Shareholder will be granted approximately 0.8684 transferable
subscription rights ("Subscription Rights") for every existing share registered
as held by such Eligible Shareholder in the VPS as of the Record Date, rounded
down to the nearest whole Subscription Right. Each Subscription Right gives,
subject to applicable law, the right to subscribe for, and be allocated, one (1)
new share in the Offering at the Subscription Price. Over-subscription and
subscription without subscription rights will be permitted.
The subscription period in the Rights Issue is expected to commence on 10
September 2025 at 09:00 hours (CEST) and expire on 24 September 2025 at 16:30
hours (CEST) (the "Subscription Period"), subject to the timely registration and
publication of the Prospectus (as defined below). Allocation of the new shares
in the Rights Issue is expected to take place on or about 25 September 2025, and
the new shares are expected to be delivered on or about 3 October 2025. Further
information regarding the Rights Issue, including subscription procedures, will
be set out in the Prospectus which will be made available at the Manager's and
the Company's websites ahead of the Subscription Period.
The underwriting
The Rights Issue will be underwritten by a consortium comprising of certain
existing shareholders in the Company as well as new investors (the
"Underwriters"). The Underwriters are entitled to an underwriting commission of
10% of their respective underwriting obligations, to be paid in shares in the
Company (the "Guarantee Shares") to be issued pursuant to a board authorization
(the "Board Authorization") at the Subscription Price.
Any shares subscribed and allocated to an Underwriter in the Rights Issue will
reduce the respective Underwriter's underlying underwriting obligation.
The Company will apply for admission to and trading of the subscription rights
on Euronext Growth Oslo.
In order to promote free float and increased trading of the subscription rights
in the Rights Issue, the Company's two largest shareholders Eidsiva Vekst AS and
Obligo Nordic Climate Impact Fund AB have agreed that they can sell a certain
portion of their subscription rights during the subscription period. Eidsiva
Vekst AS and Obligo Nordic Climate Impact Fund AB have both agreed to underwrite
NOK 3.0 million and NOK 4.4 million, respectively, in the Rights Issue.
Prospectus
The Company will in connection with the Rights Issue prepare and publish a
national prospectus (the "Prospectus") to be registered with the Norwegian
Register of Business Enterprises. The Prospectus will be published prior to the
commencement of the subscription period and will form the basis for
subscriptions in the Right Issue.
Notice of EGM
In order to resolve the Rights Issue and the Board Authorization to issue the
Guarantee Shares, an extraordinary general meeting will be held in the offices
of Energeia AS with registered address at Cort Adelers gate 33, 0254 Oslo, on 8
September 2025 at 09:30 CEST. Please find attached the notice for the meeting
including a proxy form.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange notice was published by Jarl Egil Markussen, Chief
Executive Officer, at Energeia AS on the date and time provided.