NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Vis børsmeldingen
Bergen, 23 April 2024: M Vest Water AS (“M Vest Water” or the “Company”) has retained Fearnley Securities AS as bookrunner and manager (the “Manager”), to advise on and effect a contemplated private placement (the “Private Placement”) of new shares in the Company (the “Offer Shares”) raising approximately NOK 20-25 million in gross proceeds (the “Offer Size”). The subscription price per Offer Share is fixed at NOK 8 the “Offer Price”), which will result in between 2.5 million and 3.125 million Offer Shares being issued within the Offer Size. The final number of Offer Shares issued in the Private Placement will be determined by the Company’s board of directors (the “Board”) in consultation with the Manager. In combination with the Private Placement, the Company has agreed with two of its shareholders to convert their outstanding shareholder loan amounting to NOK 8 million to Offer Shares, at a price per share equal to the Offer Price, which will result in 1 million Offer Shares being issued within the Offer Size.
The net proceeds from the Private Placement will be employed as working capital in the Company and will be used to finance the Company’s ongoing projects and expansion, as announced in recent stock exchange notices. The proceeds are expected to provide adequate funding for the Company’s current ongoing projects and announced expansion plans. The Company is also actively working on multiple projects which, if materialized, represent significant growth opportunities and which could require additional working capital in the future.
Based on a limited market sounding among the Company’s largest shareholders and certain new investors, the Manager has received confirmation of interest to subscribe for an amount covering a minimum of NOK 20 million. These investors include M Vest Invest AS, Haugland Gruppen AS, funds under management of DNB Asset Management, funds under management of Nordea Asset Management, and companies related to Songa Invest.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act 1933, as amended (the “Securities Act”), and (b) to investors in the United States who are QIBs as defined in Rule 144A under the Securities Act, 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
Applications
The application period for the Private Placement opens today at 16:30 CEST and closes on 24 April 2024 at 08:00 CEST (the “Application Period”). The Company reserves the right to shorten, close or extend the Application Period at any time and for any reason on short, or without notice. If the Application Period is shortened or extended, the other dates referred to herein may be changed accordingly.
The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129) are available. Further selling restrictions and transaction terms will apply. The Private Placement is for the avoidance of doubt solely directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements.
Allocation and settlement
Allocation of Offer Shares will be made at the sole discretion of the Board in consultation with the Manager after expiry of the Application Period (subject to any shortening or extension), who will focus on criteria such as (but not limited to) pre-commitments, indications from the wall-crossing phase, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Notifications of allocations are expected to be distributed to applicants on or about 24 April 2024.
The Offer Shares will be issued pursuant to the authorization granted by the Company’s annual general meeting on 20 March 2024 (the “Board Authorization”).
Settlement of the Offer Shares is expected to take place on 26 April 2024 (for applicants other than M Vest Invest AS and Haugland Gruppen AS). The Offer Shares will be settled on a delivery-versus-payment (“DvP”) basis with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo, to be borrowed from M Vest Invest AS (in its capacity as such, the “Share Lender”) by the Manager pursuant to a share lending agreement entered into between the Manager, the Company and the Share Lender (the “Share Lending Agreement”). The share loan will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Board Authorization. The Offer Shares (for applicants other than the Share Lenders) will be tradable on Euronext Growth from notification of allocation to applicants, expected on or about 24 April 2024.
Completion of the Private Placement is subject to a resolution by the Board to consummate the Private Placement, including to allocate the Offer Shares and issue the Offer Shares pursuant to the Board Authorization. The Company, in consultation with the Manager, reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to notification of allocation of Offer Shares. Neither the Company nor the Manager, or any of their respective directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation of modification.
Equal treatment considerations and potential subsequent repair offering
The Board has carefully considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Euronext Growth Rule Book II section 3.1(2) and the Oslo Stock Exchange’s guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. 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 completion risks and transaction costs compared to a rights issue. Furthermore, the number of Offer Shares to be issued in connection with the contemplated Private Placement implies that the dilution of existing shareholders will be limited. Finally, the Board will consider to carry out a subsequent offering directed towards shareholders who did not get the opportunity to participate in the Private Placement (see details below) in order to further limit the dilutive effect of the Private Placement. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the contemplated Private Placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be set aside.
Notwithstanding the above, the Company reserves the right, subject to completion of the Private Placement, to carry out a customary subsequent offering of new shares in the Company at the Offer Price. Any such subsequent offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of [23] April 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, (ii) were not involved in the market sounding in advance of the Private Placement, and (iii) are not 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. Whether a subsequent offering will be carried out will, among other things, depend on the result of the Private Placement and the subsequent development of the Company’s share price.
Advisors
Fearnley Securities AS are acting as bookrunner and manager. Advokatfirmaet Thommessen is acting as legal advisor to the Company.
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 Morten Hilton Thomassen, CFO of M Vest Water AS on 23 April 2024 at the time set out in this notice on behalf of the Company.
For further information, please contact:
Stein Giljarhus, CEO, stein.giljarhus@mvestwater.com, +47 90 54 08 32
Morten Hilton Thomassen, CFO, mht@mvestwater.com, +47 92 25 85 70
About M Vest Water AS:
M Vest Water is an environmental technology company which has developed unique products and solutions to the water treatment industry, both Industrial as well as the Municipal markets. The products are non-toxic, biodegradable and without any harm to the environment. It obtains the highest degree of purification in a cost-efficient arrangement.
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.
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 “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 investments 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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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 any 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 any 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.
This announcement is made by and, and is the responsibility of, the Company. The Managers are 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 Managers nor any of their respective 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. 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. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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