Beskrivning
Land | Cypern |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2025-06-19 16:30:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 19 June 2025
Standard Supply AS: Company rebrands to StandardCoin AS and announces launch of
contemplated private placement of NOK 35 million.
As announced on 23 October 2024, Standard Supply AS (the "Company" or
"Standard") has been exploring new strategic opportunities following the
divestment of its legacy assets. The Company is now pleased to unveil the
outcome of this process, being a transformative strategic shift into becoming a
Bitcoin Reserve Company. This new direction positions Standard as a transparent
vehicle for investors seeking indirect exposure to Bitcoin. To reflect this
milestone and renewed purpose, the Company will rebrand to StandardCoin AS.
Further, Standard will immediately launch a NOK 35 million private placement of
new shares (the "New Shares") for the purpose of investing in bitcoin reserves
(the "Private Placement").
The strategic transformation to StandardCoin AS reflects a commitment to
becoming a Nordic leader in corporate Bitcoin adoption. The Company will be
looking to provide investors with a strong growth curve through active portfolio
management, while at the same time being a predictable wealth retention
instrument with high visibility into underlying markets.
"StandardCoin AS has an ambition to position ourselves as key Nordic hub for
providing investors with Bitcoin exposure", said Eldar Paulsrud, CEO. "The NOK
35 million equity placement is a first step in building our Bitcoin treasury,
offering investors exposure to a highly attractive asset through a listed
entity."
The Private Placement
The Company has retained Arctic Securities AS (the "Manager") to advise on and
effect the Private Placement. The subscription price per New Shares will be a
fixed price of NOK 27.0 (the "Subscription Price"), and subject to full
subscription of the Private Placement, the Company will issue a total of
1,296,296 New Shares.
The following investors have pre-committed to subscribe for and will be
allocated New Shares in the Private Placement for a total of NOK 30 million:
- S.D. Standard ETC Plc has pre-committed to subscribe for and will be allocated
New Shares for NOK 7.5 million.
- Songa Capital AS has pre-committed to subscribe for and will be allocated New
Shares for NOK 7.5 million.
- Apollo Asset Limited has pre-committed to subscribe for and will be allocated
New Shares for NOK 5.0 million.
- Titan Venture AS has pre-committed to subscribe for and will be allocated New
Shares for NOK 5.0 million.
- Alundo Invest AS has pre-committed to subscribe for and will be allocated New
Shares for NOK 2.5 million.
- Middelborg Invest AS has pre-committed to subscribe for and will be allocated
New Shares for NOK 2.5 million.
In addition S.D. Standard ETC Plc has pre-committed to subscribe for New Shares
for an additional NOK 5.0 million that will be scaled back based on
subscriptions from other existing shareholders in the Company.
The Private Placement will be settled in two tranches, a tranche of new shares
in the Company of NOK 25,343,037 to be issued by the use of a board
authorisation granted (the "Authorisation") by the Company's annual general
meeting held on 13 June 2025 ("Tranche 1") and (ii) a tranche of new shares in
the Company of NOK 9,656,963 to be issued by an extraordinary general meeting of
the Company expected to be held on or about 8 July 2025 (the "EGM") ("Tranche
2").
The application period in the Private Placement will start on 19 June 2025 at
16:30 CEST and end on 20 June 2025 at 08:00 CEST. The Company reserves the right
to at any time and in its sole discretion resolve to close or extend the
application period. Allocation (and conditional allocation in Tranche 2) of New
Shares will be determined by the Company's board of directors (the "Board") at
its sole discretion and in consultation with the Manager. The Board may focus on
allocation criteria such as (but not limited to) pre-commitments, perceived
investor quality, existing ownership in the Company, timeliness of the
application, early indication, relative order size, sector knowledge, investment
history and investment horizon.
The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and the Norwegian Securities Trading Act and other applicable
exemptions from relevant prospectus requirements, (i) outside the United States
in reliance on Regulation S under the US Securities Act of 1933, as amended (the
"Securities Act") and (ii) within the United States only to persons reasonably
believed to be qualified institutional buyers ("QIBs") within the meaning of and
pursuant to Rule 144A under the Securities Act.
Allocations of Offer Shares will be made at the sole discretion of the Board
after consultation with the Manager. Allocations of Offer Shares in the Private
Placement to investors are expected to be split between Tranche 1 and Tranche 2
on a pro rata basis between the investors.
Completion of Tranche 2 will be subject to approval by the EGM. The date for
settlement of Tranche 1 of the Private Placement is expected to be on or about
24 June 2025 (T+2) and the date for settlement of Tranche 2 of the Private
Placement is expected to be on or about 10 July 2025 (T+14), following approval
of Tranche 2 of the Private Placement by the EGM. The settlement dates for both
tranches are subject to (i) any shortening or extensions of the Application
Period and (ii) delivery to the Manager of Borrowed Shares (as defined below)
under a share lending agreement entered into between the Manager, the Company
and from S.D. Standard ETC Plc ("SDSD") (the "Share Lending Agreement").
Delivery-versus-payment ("DVP") settlement for both the Tranche 1 and Tranche 2
will be facilitated with existing and unencumbered shares in the Company that
are already admitted to trading on Euronext Growth Oslo pursuant to the Share
Lending Agreement.
Under the Share Lending Arrangement, the Manager, will borrow up to a number of
shares from SDSD equal to the number of Offer Shares allocated in the Private
Placement (the "Borrowed Shares") to facilitate settlement on DVP basis to
investors in the Private Placement. The share lending will be settled with new
shares in the Company to be issued (i) by the Board pursuant to the
Authorisation, and (ii) by the EGM resolving to issue the Offer Shares in
Tranche 2.
The completion of the Private Placement by delivery of Offer Shares to investors
is subject to (i) all corporate resolutions required to implement the Private
Placement being validly made by the Company, including the Board resolving to
consummate the Private Placement and issue the Offer Shares in Tranche 1 and
conditionally allocate the Offer Shares in Tranche 2 and the EGM resolving to
issue the Offer Shares in Tranche 2and (ii) the Share Lending Agreement being
validly entered into and remaining unmodified and in full force and effect.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the New Shares. The Board has considered the Private
Placement in light of the applicable equal treatment obligations and deems that
the proposed Private Placement is in compliance with these obligations. 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. By structuring the
equity raise as a private placement, the Company is expected to raise equity
efficiently, at a lower cost and with a significantly reduced completion risk
compared to a rights issue. Other transaction structures have been considered,
but not been deemed relevant at this time.
The Company may, subject to, inter alia, completion of the Private Placement,
relevant corporate resolutions, including approval by the Board, prevailing
market price of the Company's shares and approval and the publication of a
prospectus, consider conducting a subsequent offering of new shares (the
"Subsequent Offering") at the same subscription price as in the Private
Placement and otherwise in line with market practice. Shareholders being
allocated shares in the Private Placement, and shareholders who are 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, will not be eligible to participate in a Subsequent Offering. Further
information on any Subsequent Offering will be given in a separate stock
exchange release when available. The Company reserves the right in its sole
discretion to not conduct or cancel any Subsequent Offering.
Arctic Securities AS is acting as Manager in the Private Placement
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
For further information, please contact:
CEO Eldar Paulsrud at +47 481 65 599
Board member Espen L. Fjermestad at +47 952 04 493
standard-supply.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Eldar Paulsrud, CEO on the time and date provided.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement 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"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict, and are beyond their
control. Such risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the expectations expressed
or implied in this release by such forward-looking statements. The Company does
not make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors nor does it accept any
responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this
announcement to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein. This announcement is for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Neither the Manager nor any of its affiliates accepts any liability arising from
the use of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.