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Bergen Carbon Solutions AS (“BCS” or the “Company”) has today made a decision to move forward with the full-scale factory for environmentally friendly production of carbon nanofibers (CNF) in Mosjøen in the Vefsn municipality.
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On 13 January 2022 Bergen Carbon Solutions acquired a 5,000 square meters property well suited for the production factory. The Company is now in the final stage of pre-engineering, which has confirmed the benefits of factory production business model and is now ready to move forward to realise the project.
The Mosjøen factory will have a production capacity of 160 tons CNF per year and the Company aims for construction start in Q2 2022 with production start in 1H 2023. Total project capex is estimated to be approximamtely NOK 460 million.
The Company has worked closely with contractors and suppliers and have received firm offers on price, construction start and completion of the factory building, which also confirms the Company’s aimed time schedule. The company expects to enter into a firm construction contract shortly and also expects all permits to be in place ahead of the aimed construction start.
Ramp-up of the production capacity will occur through 2023 and the Company aims to reach full capacity by latest year-end 2023. The Mosjøen area offers reliable access to renewable energy through hydropower, lower employment tax rate and will serve as a hub for future material technology research in co-operation with the CNF Arena.
The company aims to raise NOK 200 - 250 million in new equity for the project (the “Private Placement”). Combined with existing cash position of NOK 99 million, this will fund the majority of the project and enable the Company to quickly move forward with the construction plans.
Jan Børge Sagmo, CEO commented: “Our technology is highly scalable and with our new factory in Mosjøen we will become a reliable supplier of large volumes of CNF. Our unique technology represents significant cost advantages and environmental benefits compared to the traditional way of producing CNF. We expect the factory to generate very high return on capital employed based on current market prices.”
Dag V. Skansen, Chairman commented: “Bergen Carbon Solutions has received tremendous support from the local community, and we are very happy that we now can move forward with this exciting project in Mosjøen. The proposed equity funding and cash in hand will allow us to quickly realise our plans, while at the same time minimise dilution for our shareholders in anticipation of major customer related announcements in the coming months. Recently received test results and initial reports from ongoing studies with results expected near future (as announced to the market 27 January 2022 and 9 November 2021 respectively), confirms and indicates the huge benefits of mixing CNF in batteries and other materials, and Bergen Carbon Solutions will be in the forefront for making this a new, environmentally friendly major industry in Norway.”
An updated company presentation has been uploaded to the Company’s web site.
The Private Placement
The Company has retained DNB Markets, a part of DNB Bank ASA, and Fearnley Securities AS as Joint Bookrunners (together, the “Managers”) to advise on and effect the Private Placement of new shares in the Company (the “Offer Shares”) in order to raise up to NOK 200 - 250 million. The price per Offer Share (the “Offer Price”) and the number of Offer Shares to be issued will be resolved by the Board of Directors of the Company (the “Board”) following an accelerated bookbuilding process, within the current authorisation granted by the Extraordinary General Meeting on 28 September 2021 (the “Authorisation”).
The Managers have received pre-commitments to subscribe for and be allocated shares from Awilco AS (represented on the Board by Terje Fatnes) and related parties for NOK 32 million and Saga Pure ASA (represented on the Board by Bjørn Simonsen) for 10% of the Offer Shares. In addition, primary insiders in the Company Dag Skansen, Jan Børge Sagmo and Terje Fatnes have pre-committed to subscribe for Offer Shares for an aggregate total amount of NOK 1.6 million.
The Managers have entered into customary lock-up arrangements from the settlement date of the Private Placement with the Company and the Company’s management for 180 days, with the exception of the CEO Jan Sagmo and COO Finn Blydt-Svendsen, who have pre-existing lock-ups expiring at 30th November 2022.
The bookbuilding period in the Private Placement will commence today, 9 February 2022 at 16:30 hours CET and is expected to close on 10 February 2022 at 08:00 hours CET. The Managers and the Company may, however, at any time in their sole discretion and on short notice resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. 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 an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Allocation of the shares in the Private Placement will be determined at the end of the bookbuilding period, and final allocation will be made by the Board at its sole discretion, following advice from the Managers.
The Company will announce the final offer price and the number of Offer Shares allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Oslo Stock Exchange on 10 February 2022. Completion of the Private Placement is subject to final approval by the Company’s Board.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement between the Company, Saga Pure ASA and the Managers. The Offer Shares will thus be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The board of directors has considered the Private Placement in light of the requirements in the Norwegian Public Limited Companies Act and the rules of equal treatment set out in the Continuing Obligations for companies admitted to trading on Euronext Growth and Oslo Børs’ guidelines on the rules of equal treatment. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved.
The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice and directed towards existing shareholders in the Company who were not included in the pre-sounding phase of the Private Placement and were not allocated shares in the Private Placement. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as a legal advisor for the Company in connection with the Private Placement.
For further information, please contact:
Jan B. Sagmo, CEO, janbsagmo@bergencarbonsolutions.com, +47 473 72 701
Dag V. Skansen, Chairman, dag.skansen@skansenholding.no, +47 909 57 585
About Bergen Carbon Solutions | www.bergencarbonsolutions.com | Bergen Carbon Solutions uses innovative technology to produce carbon nanofibers, using CO₂ and Norwegian hydropower. This makes the production unique and environmentally friendly. Bergen Carbon Solutions is listed on Euronext Growth under the ticker BCS.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
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”, “aims”, “expect”, “anticipate”, “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 its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. You should not place undue reliance on the forward-looking statements in this announcement.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed.
This announcement is for information purposes only. It does not purport to be complete, and it 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
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