NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN 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 TO BUY OR SUBSCRIBE OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 4 February 2021.
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Vis børsmeldingen
Magnora ASA (the “Company” or “Magnora” with OSE ticker: “MGN”) refer to the announcement made yesterday regarding a contemplated equity private placement of new shares (the “Offer Shares”) in the Company through an accelerated book-building process (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully closed with a total offer size of NOK 120 million at a subscription price per share of NOK 26.75 (the “Subscription Price”). Compared to the initial offer size of NOK 80 million, the Private Placement was over-subscribed multiple times. A total of 4,485,981 Offer Shares have been allocated in the Private Placement.
CEO Erik Sneve commented: «Magnora has made numerous exciting renewable investments in the past 18 months. The funds from this private placement will be utilised to create even greater value for Magnora’s shareholders through our current company and project portfolio, but also to capitalise on additional investment opportunities. We have access to a solid deal flow as Magnora is considered to be an attractive and financially solid business partner in renewable energy segments.”
The Subscription Price represents a discount of 5% to the closing trading price yesterday and a 6.9% premium to the 30-day average trading price of the Magnora shares.
Fearnley Securities AS acted as sole manager and book-runner (the “Manager”) and Advokatfirmaet Schjødt AS acted as legal advisor for Magnora in connection with the Private Placement.
The following primary insiders or entities controlled by them have been allocated Offer Shares at the Subscription Price:
Chairman Torstein Sanness 18,700 Offer Shares. Holding after Private Placement is 125,650 shares and 450,000 options.
CEO Erik Sneve 37,400 Offer Shares. Holding after Private Placement is 667,319 shares and 450,000 options.
Board member Hilde Ådland 3,700 Offer Shares. Holding after Private Placement is 9,200 shares and 55,000 options.
Investment director Haakon Alfstad 3,700 Offer Shares. Holding after Private Placement is 27,755 shares and 100,000 options.
CFO Bård Olsen 1,900 Offer Shares. Holding after Private Placement is 23,900 shares and 50,000 options.
Asset Manager Espen Erdal 3,700 Offer Shares. Holding after Private Placement is 8,700 shares and no options.
The Offer Shares has been resolved issued by the Company’s board of directors (the “Board”) pursuant to the authorization as granted by the Company’s 2020 annual general meeting. Following issue of the Offer Shares, the registered share capital of the Company will be NOK 27,965,613.24, divided into 57,072,679 shares, each having a face value of NOK 0.49000000931. The Offer Shares will be listed and tradable on Oslo Børs following registration with the Norwegian Register of Business Enterprises and VPS, such registration is expected to take place during week 6.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity, and following careful considerations, the Board 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 expects to be in a position to complete the share issue in today’s market conditions in an efficient manner and at a higher subscription price than would have been the case for a rights issue. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced book-building process.
This announcement is made pursuant to section 5-12 of the Securities Trading Act.
Enquiries:
Torstein Sanness, working chairman, sanness at sf-nett.no
Erik Sneve, CEO, Magnora ASA, es at magnoraasa.com
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 Magnora ASA. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 expression “Prospectus Regulation” means Regulation 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 investment 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.
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. 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 investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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. The Company does not provide any guarantees that the assumptions underlying the 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 the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither the Company nor the Manager 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.
Neither the Company or the Manager, 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 in the Company. Neither the Company nor the Manager, nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
