NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Vis børsmeldingen
Aega ASA (the “Company” or “Aega”) hereby calls for an extraordinary general meeting to deal with inter alia a proposed private placing of a convertible loan in an amount of up to NOK 2 million (the “Convertible Loan”) and a rights issue directed towards all existing shareholders of the Company raising gross proceeds of up to NOK 10 million (the “Rights Issue”) to support short term liquidity and general corporate purposes.
Reference is made to the distribution of dividends in the form of shares in Aega AS that was completed on 27 September 2024, as well as the announcement of financial results for the third quarter of 2024 as published on 29 November 2024. The operations of the Company are limited and lack significant revenue. The Company’s expenses are expected to exceed revenues in the short term. The board of directors considers it necessary to add business in order for the Company to be suitable for listing also going forward and will consider strategic alternatives. The board of directors is not aware that there is any interest that can facilitate such activities at the time of the notice but does not wish to rule out the possibility that such alternatives may be raised.
The funds raised in the Rights Issue is intended to provide the Company with financial support to identify potential strategic alternatives, whilst the Convertible Loan will support liquidity towards completing the Rights Issue. Both the Convertible Loan and the Rights issue assumes that new shares may be issued at a subscription price of NOK 0.01 and is subject to the general meeting also resolving a reduction of the par value of the Company’s shares as further set out in the notice of the general meeting as attached with this notification.
The Convertible Loan will be structured as a private placing pursuant to applicable exemptions from prospectus requirements. After careful consideration, the Board of Directors is of the opinion that it would be in the common interest of the Company and its shareholders to obtain short-term liquidity through a convertible loan that sets aside the shareholders’ preferential rights pursuant to Section 11-4 of the Public Limited Liability Companies Act, cf. Section 10-5. By structuring the capital raise as directed placement of a convertible loan, the Company will be in a position to raise capital in an efficient manner and provide liquidity support towards completing the Rights Issue.
Should the general meeting not resolve the proposed alternatives for strengthening liquidity, the board of directors believes it is appropriate for the general meeting to consider a potential de-listing of the Company’s shares from Euronext Expand. It is proposed that the general meeting votes on this matter. If resolved, and subject to the board of directors assessment of strategic alternatives, the Company may apply for such de-listing.
The Rights Issue
The Rights Issue consists of an offering of minimum 500,000,000 and maximum 1,000,000,000 shares, at a subscription price of NOK 0.01 per shares.
Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the shareholders of the Company at the date of the general meeting, and who are not resident in a jurisdiction where such offering would be unlawful or require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the board of directors’ proposal receive subscription rights proportionate to their existing shareholding as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 30 December 2024. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 23 December 2024 will give the right to receive subscription rights, whereas shares purchased from and including 24 December 2024, will not give the right to receive subscription rights. The Company will apply for listing of the subscription rights and provided that such application is approved, the subscription rights be tradable and listed on Euronext Expand from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Over-subscription and subscription without subscription rights will be permitted.
The Rights Issue is for an amount below EUR 1 million and therefore exempt from an obligation to prepare a prospectus. An offer, if made, will be made on the basis of publicly available information and otherwise as presented by the Company. Neither the Financial Supervisory Authority of Norway nor any other public authority will carry out any form of review, control, or approval of the material prepared for the Rights Issue. The material will not constitute an EEA prospectus. Provided that the share capital reduction reducing the nominal value of the Company’s shares to NOK 0.01 is registered with the NRBE in time, the subscription period for the Rights Issue will commence on 10 February 2025 and end on 24 February 2025 at 16:30 hours (CET). In the event that the share capital reduction is not registered in time to uphold this subscription period, the subscription period will commence on the third trading day on Euronext Expand following the registration and expire at 16:30 hours (CET) two weeks thereafter.
Included below is an indicative timeline for the Rights Issue:
23 December 2024: Resolution by general meeting to increase the share capital
23 December 2024: Last day of trading in the shares including subscription rights
27 December: First day of trading in the shares excluding subscription rights
30 December: Record date for determination of the right to receive subscription rights
On or about 10 February 2025: Commencement of the subscription period and first day of trading in the subscription rights
On or about 18 February 2025: Last day of trading in the subscription rights
On or about 24 February 2025: Last day of the subscription period
On or about 25 February 2025: Allocation of the new shares
On or about 27 February 2025: Payment of the new shares
On or about 3 March 2025: Registration of the share capital increase with the Norwegian Register of Business Enterprises.
The Rights Issue is subject to the general meeting resolving the proposed share capital reduction and the Rights Issue. The general meeting will be held on 23 December 2024.
Notice of the general meeting, including proposed resolutions regarding the Rights Issue, is attached with this notification.
For further information please contact:
Nils Petter Skaset, CEO of Aega ASA
Tel: +47 951 88 154, e-mail: ceo@aega.no
For more information, see www.aega.no
IMPORTANT INFORMATION
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.
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 information made public by the Company.
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.
Any appointed manager will be 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 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. Neither the Company’s advisors nor any of its 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Company’s advisors nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Kilde
