CORRECTION - DEAL SIZE IS UP TO 15 MILLION SHARES WITH NET PROCEEDS OF UP TO NOK 60 MILLION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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Oslo, 3 December 2020. Reference is made to Element ASA’s (“Element” or the “Company”) stock exchange announcement earlier today regarding entering into a letter of intent (“LoI”) in relation to a potential acquisition (the “Acquisition”) of at least 95 % of the shares in Harmonychain AS (“Harmonychain”). Element now announces an offering of up to 15.0 million new shares (the “New Shares”) at a subscription price of NOK 4.00 per New Share in order to raise gross proceeds of up to NOK 60 million (the “Offering”).
The Offering is subject to completion of the Acquisition, and the net proceeds from the issuance of the New Shares in the Offering will be used for commercialization, validation, pilot production, system integration and marketing of the Scrypt ASIC microchip developed by Harmonychain, as well as for general corporate purposes.
The Company has retained Pareto Securities AS (the “Manager”) as manager in connection with the Offering.
The Manager has already received applications for 15 million New Shares or NOK 60 million from the following investors Tycoon Industrier AS, Songa Capital AS, Tigerstaden AS, Middelborg AS as well as members of the Board of Harmonychain AS and members of the Board of Element ASA.
The Offering will be directed towards certain new and existing investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount have been set at the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The application period for the Offering commences today, on 3 December 2020 at 16:30 CEST and is expected to close on 4 December 2020 at 08:00 CEST. The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Offering in its entirety for any reason. If the application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The completion of the Offering by delivery of the New Shares is subject (i) all necessary corporate resolutions for consummating the Offering and the Acquisition, including without limitation the issuance of the New Shares, the issuance of the consideration shares and the issuance of warrants to the Harmonychain shareholders as contemplated by the LoI, being validly made by the Company’s Board of Directors and an extraordinary general meeting in the Company, (ii) signing of a final share exchange agreement in which Harmonychain shareholders representing at least 95 % of the Harmonychain shares shall agree to sell each of their shares in Harmonychain to Element (“SEA”), (iii) completion of the SEA, i.e. the Acquisition, and (iv) the allocated New Shares having been fully paid, validly issued (by way of registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and registration of the New Shares in VPS. Neither the Company nor the Manager shall have any liability towards the applicants should one or more of the conditions not be satisfied.
The Company and the Manager reserves the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement without notice. Neither the Manager nor the Company will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Allocation of the New Shares in the Offering will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Manager, and is subject to approval by the Company’s general meeting.
Payment and delivery date for the New Shares will take place following an extraordinary general meeting in the Company to be held on or about 18 January 2021 and the completion of the Acquisition. More detailed information will be distributed as soon as the final payment date has been set.
The Company will announce the exact number of New Shares to be issued in the Offering through a stock exchange notice expected to be published before opening of the trading on Oslo Stock Exchange on 4 December 2020.
The Company has in the mandate agreement with the Manager undertake not to issue new shares or sell any of its own shares for a period of 12 months from the completion of the Offering, without the prior written consent of the Manager, which consent shall not be unreasonably withheld. This undertaking does not apply to shares that are issued or sold in order to honour already issued options, warrants or similar rights when they fall due, or shares issued in connection with the Acquisition and a potential subsequent repair offering.
The Board of Directors of Element has considered alternative structures for the raising of new equity. Following careful considerations, the Board of Directors 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 setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower risks compared to a rights issue. The Company is however contemplating a repair offering of up to 1.9 million new shares if the Offering is completed.
Advokatfirmaet CLP DA is acting as legal advisor to the Company in connection with the Offering.
For further information, please contact:
Geir Johansen CEO E-mail: gj@elementasa.com +47 4771 0451
Thomas Christensen Chairman +47 9225 5444
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION:
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.
These materials do 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. 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.
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 (together with any applicable implementing measures in any 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.
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 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. 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. The Manager is acting exclusively for the Company 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 advice in relation to the contents of this announcement or any of the matters referred to herein.
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.
This announcement 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 Member State.
Each of the Company, the Manager 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.
Kilde
