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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, Norway, 11 August 2026. Reference is made to the previous stock
exchange announcements published by Desert Control AS (the “Company”) regarding
the fully underwritten rights issue of 256,172,241 new shares in the Company
(the “Offer Shares”), each with a nominal value of NOK 0.003 at a subscription
price of NOK 0.2733 per Offer Share (the “Subscription Price”), to raise gross
proceeds of NOK 70 million (the “Rights Issue”).
The subscription period for the Rights Issue (the “Subscription Period”) expired
10 August 2026 at 16:30 hours (CEST). At the expiry of the subscription period
in the Rights Issue, the Company had received subscriptions for a total of
444,601,288 Offer Shares. A total of 256,172,241 Offer Shares were offered under
the Rights Issue, and the Rights Issue was accordingly oversubscribed by
approximately 74%.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the national prospectus
dated 20 July 2026 prepared by the Company in connection with the Rights Issue
(the “Prospectus”).
A total of 213,488,748 Offer Shares were allocated based on valid subscriptions
from investors with granted and acquired subscription rights, and 42,683,493
Offer Shares were allocated to subscribers who have exercised their subscription
rights and over-subscribed, on a pro rata basis based on the number of
subscription rights exercised by each over-subscriber. No allocation of Offer
Shares has been made to the underwriters in the Rights Issue based on their
underwriting. Approximately 83.3% of the subscription rights granted in the
Rights Issue were exercised.
Notification of allocated Offer Shares and the corresponding subscription amount
to be paid by each subscriber is expected to be made available in the VPS on or
about 11 August 2026. Payment for the allocated Offer Shares falls due on 14
August 2026 in accordance with the payment procedures described in the
Prospectus.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (the “NRBE”).
Subject to timely payment of the aggregate subscription amount in the Rights
Issue, it is expected that the share capital increase will be registered in the
NRBE on or about 20 August 2026. The Offer Shares are expected to be delivered
to the VPS accounts of the subscribers and admitted to trading on Euronext
Growth Oslo on or about 20 August 2026.
Arctic Securities AS has been engaged as manager and bookrunner (the “Manager”).
Advokatfirmaet Selmer AS is acting as legal advisor to the Company, while
Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager.
For further information please contact:
David Borah
Chief Financial Officer
david.borah@desertcontrol.com
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. Its proprietary Liquid Natural Clay
(LNC) transforms sandy, fast-draining soils to improve water retention and
nutrient availability. The Company delivers customized, outcome-based solutions
that strengthen sustainability and operational efficiency across agriculture,
forestry, and green landscapes. Desert Control’s technology supports long-term
resource preservation and climate resilience.
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 persons in the United Kingdom that are “qualified investors” as
defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to
Trading regulations 2024, 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 only be conducted 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
