2025-09-08 11:24:19
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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, 8 September 2025: Reference is made to the stock exchange announcement of
25 August 2025 where the Company announced that the Board of Directors had
proposed a fully underwritten rights issue of 1,033,333,333 new shares (the
"Offer Shares") in the Company at a subscription price of NOK 0.03 per new share
(the "Subscription Price"), raising gross proceeds of NOK 31 million in order to
secure the Company's operational liquidity need for more than the next 12 months
(the "Rights Issue"). The Company simultaneously sent notice to an extraordinary
general meeting in the Company to be held on 8 September 2025 (the "EGM") to
approve the Rights Issue, as well as the proposed board authorization to
increase the share capital.
The EGM has today, in accordance with the proposals set out in the notice,
resolved to increase the Company's share capital by NOK 31 million by the
issuance of 1,033,333,333 new shares in Rights Issue. The commencement of the
subscription period was in the EGM resolution pushed by one day due to technical
conditions related to the listing of subscription rights. The EGM also granted
the Board of Directors with authorization to increase the share capital to be
used i.a. in connection with the issuance of the Underwriting Shares (as defined
below).
Eligible Shareholders
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.
Subscription Period and trading of Subscription Rights
The subscription period in the Rights Issue is expected to commence on 11
September 2025 at 09:00 hours (CEST) and expire on 25 September 2025 at 16:30
hours (CEST) (the "Subscription Period"), subject to the timely registration and
publication of a national prospectus to be registered with the Norwegian
Register of Business Enterprises (the "Prospectus"). The Subscription Rights
will be tradable on Euronext Growth Oslo under the ticker code "ENRGT" from 11
September 2025 at 09:00 (CEST) until 19 September 2025 at 16:30 (CEST), and the
Subscription Rights will hence only be tradable during a part of the
Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 25 September 2025 at 16:30 (CEST) or not
sold before 16:30 (CEST) on 19 September 2025, will have no value and will lapse
without compensation to the holder upon expiry of the Subscription Period.
The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.
Underwriters
As previously announced, an underwriting consortium has agreed to underwrite
subscription of new shares for the full amount of NOK 31 million. Each
underwriter in the underwriting consortium (the "Underwriters") shall receive an
underwriting commission equal to 10% of their respective underwriting
obligation, which shall be settled in new shares in the Company (the
"Underwriting Shares") to be issued at the same subscription price as the new
shares in the Rights Issue.
Allocation, payment and delivery of Offer Shares
Allocation of the new shares in the Rights Issue is expected to take place on or
about 26 September 2025 pursuant to the following allocation principles:
a) Shares shall first be allocated based on Subscription Rights that have been
validly exercised during the Subscription Period