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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Sandnes, 10 September 2025. Reference is made to the stock exchange announcement
published by Desert Control AS (the “Company”) on 5 September 2025 regarding the
approval by the extraordinary general meeting of the Company of a fully
underwritten rights issue of 60,743,500 new shares ("the “Offer Shares”) in the
Company, each with a nominal value of NOK 0.003, at a subscription price of NOK
1.2347 per share (the “Subscription Price”), raising gross proceeds of NOK 75
million (the “Rights Issue”).
Reference is further made to the stock exchange announcement published by the
Company on 9 September 2025 regarding the publication of a national prospectus
prepared in connection with the Rights Issue (the “Prospectus”) as registered in
the Norwegian Register of Business Enterprises (“NRBE”).
The subscription period for the Rights Issue will commence today, 10 September
2025 at 09:00 hours (CEST) and expire on 24 September 2025 at 16:30 hours (CEST)
(the “Subscription Period”). The Subscription Rights (as defined below) will be
tradable on Euronext Growth Oslo under the ticker code (DSRTT) from today, 10
September 2025 at 09:00 hours (CEST) until 18 September 2025 at 16:30 hours
(CEST).
Allocation of Subscription Rights:
Shareholders of the Company as of 5 September 2025 (and being registered as such
in Euronext Securities Oslo, the Norwegian Central Securities Depository (the
“VPS”) as of 9 September 2025 pursuant to the two days’ settlement procedure
(the “Record Date”, and such shareholders, the “Existing Shareholders”), have
been granted tradable subscription rights (the “Subscription Rights”) in the
Rights Issue.
Each Existing Shareholder has been granted 1.130154 Subscription Rights for each
existing share in the Company registered as held by the Existing Shareholder of
the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable law, give the right to subscribe
for, and be allocated one (1) new share at the Subscription Price.
Oversubscription with subscription rights and subscriptions by the Underwriters
(as defined below) will be allowed. Other subscriptions without Subscription
Rights will not be permitted.
The allocation to, or acquisition of Subscription Rights by, and the
subscription of Offer Shares by, persons resident in, or who are citizens of
countries other than Norway, may be affected by the laws of the relevant
jurisdiction. For a further description of such restrictions, reference is made
to Section 5.20 “Selling and Transfer Restrictions” of the Prospectus.
The Subscription Rights:
The Subscription Rights will be tradable and listed on Euronext Growth Oslo from
09:00 hours (CEST) on 10 September 2025 to 16:30 hours (CEST) on 18 September
2025 under the ticker code “DSRTT”. The Subscription Rights will hence only be
tradable during a part of the Subscription Period.
Subscription Rights that are (i) not sold before 16:30 hours (CEST) on 18
September 2025 or (ii) not used to subscribe for shares in the Rights Issue
prior to expiry of the Subscription Period on 24 September 2025 at 16:30 hours
(CEST) will lapse without compensation to the holder, and thus be without value.
The Subscription Rights are expected to have an economic value if the Company’s
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not exercise their Subscription Rights will
experience a dilution of their shareholding in the Company. See Section 5.10
“Subscription Rights” for further information about the Subscription Rights.
Underwriting:
Pursuant to, and subject to the terms and conditions of the underwriting
agreements entered into between the Company and the underwriters (the
“Underwriters”) (the “Underwriting Agreements”), the Underwriters have
undertaken on a pro-rata basis (not jointly) to underwrite an aggregate
subscription amount in the Rights Issue of NOK 75 million (the “Total
Underwriting Obligation”). Any Offer Shares subscribed in the Rights Issue will
reduce the underwriting commitment of the Underwriters.
Each of the Underwriters are entitled to an underwriting fee of either (i) 10%
of the underwriting obligation if received as a payment in cash or (ii) 12% of
the underwriting obligation if received as new shares in the Company issued at
the same Subscription Price as in the Rights Issue, which is payable upon
completion of the Rights Issue (i.e. upon registration of the share capital
increase pertaining to the Rights Issue with the NRBE).
Among the Underwriters is Woods End Interests LLC, the Company’s largest
shareholder and a closely associated company with the Company’s CEO, which has
committed to underwrite for NOK 15 million.
Furthermore, the Underwriters include the existing shareholders:
· Handelsbanken Fonder AB, which have committed to underwrite for NOK
5,497,500
· LIN AS, which have committed to underwrite for NOK 2,100,000
· Glomar AS, which have committed to underwrite for NOK 3,825,000
· Olesen Consult Hvac AS, which have committed to underwrite for NOK 100,000
· Sancta Capital, which have committed to underwrite for NOK 7,500,000
· Jacob Hatteland Holding AS, which have committed to underwrite for NOK
1,700,000
· Sortun Invest AS, which have committed to underwrite for NOK 2,010,000
· OKS Consulting AS, which have committed to underwrite for NOK 100,000
New investors have committed to underwrite for a total of NOK 37,167,500.
Allocation:
The allocation principles for the Offer Shares in the Rights are as set out
below.
i. 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.
ii. 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. To the extent that pro rata allocation is not
possible, the Company will determine the allocation by drawing of lots.
iii. Thirdly, Offer Shares not allocated pursuant to (i) - (ii) above, will be
allocated to Underwriters who have subscribed for Offer Shares in excess of
their respective underwriting obligation. Allocation will be sought made on a
pro rata basis based on such Underwriters’ oversubscription.
iv. Finally, Offer Shares not allocated pursuant to paragraph (i) - (iii) above,
will be allocated to and subscribed by the Underwriters pursuant to, and in
accordance with, each Underwriter’s underwriting obligation pursuant to the
terms and conditions of Underwriting Agreements.
The Prospectus is, subject to local applicable securities laws, available at the
website of Arctic Securities AS (the “Manager”) on www.arctic.com/offerings.
Arctic Securities AS has been engaged as manager and bookrunner. Advokatfirmaet
Selmer AS is acting as legal advisor to the Company, while Advokatfirmaet
Thommessen AS is acting as legal advisor to the Manager.
For more information, please contact:
James Thomas
Chief Executive Officer
Email: james.thomas@desertcontrol.com
Mobile: +1 203 984-7658
Leonard Chaparian
Chief Financial Officer
Email: leonard.chaparian@desertcontrol.com
Mobile: +47 90 66 55 40
This information is published in accordance with the requirements of the
Continuing Obligations.
About Desert Control:
Desert Control develops innovative solutions to enhance soil health, conserve
water, and promote ecosystem resilience. The company’s mission is to combat
desertification, soil degradation, and water scarcity. Our patented Liquid
Natural Clay (LNC) transforms sandy, fast-draining soils to retain water and
nutrients, improving soil health, crop yields, and ecosystem vitality while
conserving water. Desert Control provides customized solutions to strengthen
sustainability, profitability, and prosperity for agriculture, forests, and
green landscapes. In collaboration with partners and clients, we aim to preserve
natural resources, restore biodiversity, enhance food security, and ensure a
climate-resilient future.
Important notice
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus
Regulation”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company’s registered office and, subject to certain exceptions, on the
website of the Manager. 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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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 document is not for publication or distribution in,
directly or indirectly, Australia, Canada, Japan, the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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 “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believe 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company.
Neither the Manager nor any of their 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. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Neither the Manager nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
Kilde
