NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 22 October 2026: Otovo ASA (the “Company” or “Otovo”) hereby announces a contemplated private placement for an aggregate subscription amount of the NOK equivalent of approx. between USD 3-4 million (the “Private Placement”) by issuance of new shares in the Company (the “Offer Shares”). The Company has engaged Arctic Securities AS as sole global coordinator and joint bookrunner and Fearnley Securities AS as joint bookrunner in the Private Placement (jointly, the “Managers”). Roth Capital Partners, LLC has been appointed as the Company’s financial advisor in connection with the Private Placement.
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As part of the contemplated capital raise, the Company will carry out an offering directed at retail investors (the “Retail Offering”, and shares issued thereunder, the “Retail Offer Shares”) to raise gross proceeds of up to the NOK equivalent of EUR 1 million to be facilitated through Nordnet Bank AB (“Nordnet”) and made through its facilities, on the basis of a national prospectus dated 22 October 2026 (the “Offering Prospectus”) prepared by the Company and registered with the Norwegian Register of Business Enterprises (“NRBE”). The application period for the Retail Offering commences at 16:45 (CEST) on 22 October 2026 and will run until 21:00 (CEST) on 22 October 2026 (the “Retail Application Period”), however not before the Offering Prospectus has been registered with the NRBE and published. Applications may only be made on the basis of the Offering Prospectus (see further details below).
The net proceeds from the Private Placement will be used to fund (i) strategic acquisitions and M&A opportunities, (ii) costs associated with the previously announced contemplated dual listing in the US and (iii) general corporate purposes.
POTENTIAL SALE OF EDEA ASSETS
The Company is engaged in a potential sale of a portion of its current holding in EDEA Europe (through its subsidiary EDEA MidCo AS) and 100% of its shares in European Distributed Energy Assets Switzerland GmbH (“EDEA Switzerland”) and a portion of the overall portfolio’s residual assets to Swiss Life Asset Management. If completed, the sale is expected to bring approx. USD 2 million in cash to Otovo, as well as release of the USD 1.5 million facility with DNB Bank. Furthermore, as part of the sale of its residual assets and a balance sheet clean-up exercise with respect to EDEA Europe and EDEA Switzerland, Otovo could grant up to 2 million warrants to the buyer at no additional cost if certain asset performance does not meet expectations.
TIMELINE AND DETAILED TERMS OF THE PRIVATE PLACEMENT
The application period for the Private Placement commences today, on 22 October 2026 at 16:30 hours (CEST) and will end on 23 October 2026 at 08:00 hours (CEST) (the “Application Period”). The Company reserves the right, after consultation with the Managers, to at any time and in its sole discretion close or extend the Application Period or to cancel the Private Placement in its entirety for any reason and without notice. If the Application Period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The offer price in the Private Placement is fixed at NOK 8 per Offer Share (the “Offer Price”). The final number of Offer Shares to be issued will be determined by the Board, in consultation with the Managers, following the Application Period. The Offer Shares (including the Retail Offer Shares) will be issued pursuant to the authorization to issue new shares (the “Board Authorization”) granted by the annual general meeting of the Company held on 15 May 2026.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement is expected to take place on or about 27 October 2026. The Private Placement is expected to be settled on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Managers and Jackson Leigh Ventures, LLC (the “Share Lender”), a closely associated company to the Company’s CEO, William (John) Berger. Investors allocated Offer Shares (including Retail Offer Shares) will thus receive tradable shares upon delivery.
The settlement date remains subject to any shortening or extension of the Application Period and the satisfaction of the relevant Conditions (as defined and set out below).
The share capital increase pertaining to the Private Placement is expected to be registered with the NRBE on or about 29 October 2026. The new shares to be issued by the Board will be used to settle the Managers’ redelivery obligation under the Share Lending Agreement.
The allocation of Offer Shares will be carried out at the Board’s discretion, based on criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Completion of the Private Placement is subject to: (i) a resolution by the Board to consummate the Private Placement and allocate the Offer Shares, (ii) a resolution by the Board to issue the Offer Shares pursuant to the Board Authorization, and (iii) the Share Lending Agreement remaining unmodified and being in full force and effect pursuant to its terms and conditions (jointly the “Conditions”).
Up until notice of allocation, the Private Placement may be cancelled by the Company, in consultation with the Managers, in its sole discretion for any reason. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
RETAIL OFFERING THROUGH NORDNET
To give retail investors the opportunity to participate on the same terms as institutional investors, the Company is effecting the Retail Offering to be facilitated through Nordnet, on the basis of the Offering Prospectus. The Retail Offering is open to the public in Norway and allows individual investors to subscribe for new shares at the Offer Price, up to a maximum of the NOK equivalent of EUR 1 million in aggregate. The offer price per share in the Retail Offering is the same as the Offer Price in the Private Placement, i.e. NOK 8 per share.
Applications in the Retail Offering can be made through Nordnet’s website from commencement of the Retail Application Period and must be submitted before the end of the Retail Application Period. Further information regarding payment and delivery in respect of the Retail Offering is available at Nordnet’s website (http://www.nordnet.no/aksjer/ipo-emisjon). Applications in the Retail Offering can only be made on the basis of the Offering Prospectus prepared by the Company. The Offering Prospectus will, when registered in the NRBE, be available at the Company’s website and Nordnet’s website upon commencement of the Retail Application Period.
Information regarding the Retail Offering, including the Offering Prospectus, will be available around 16:45 (CEST) on 22 October 2026, subject to the Offering Prospectus having been registered with the NRBE prior to such time. The Retail Offering will not be carried out if the Private Placement is not completed. The Private Placement is not conditional on completion of the Retail Offering.
Each applicant in the Retail Offering accepts the following by placing an application through Nordnet’s platform: an investment in the Retail Offer Shares is made solely at the applicant’s own risk and is based on the applicant’s own assessment of the Company and the Retail Offer Shares. An investment in the Retail Offer Shares is only suitable for investors who can afford to lose the investment amount. Applications can only be made on the basis of the Offering Prospectus.
Allocation of Retail Offer Shares in the Retail Offering will be determined by the Board at its sole discretion following the expiry of the Retail Application Period. The Retail Offering is limited to a maximum total amount of the NOK equivalent of EUR 1 million. Allocations will be reduced at the Board’s discretion should demand exceed this limit.
LOCK-UP
The board members and members of the executive management who are existing shareholders of the Company and Jackson Leigh Ventures, LLC, a wholly owned limited liability corporation of, and close associate to, the Company’s CEO, William (John) Berger, have accepted a three-month lock-up period. The lock-up undertakings are subject to certain customary exemptions.
POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement and certain other conditions (including among others (i) approval by the Board and, if relevant, an extraordinary general meeting of the Company and (ii) approval and publication of a prospectus) propose to carry out a subsequent offering of shares in the Company (the “Subsequent Offering”) which will be directed towards existing shareholders in the Company as of 22 October 2026 (as registered in VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action. For the avoidance of doubt, investors allocated Retail Offer Shares in the Retail Offering will not be excluded from participation in any potential Subsequent Offering.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for and be allocated the Offer Shares (including the Retail Offer Shares). The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, and the Board is of the opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue. Further, by including the Retail Offering, the Company ensures broader participation in the Private Placement, enabling a larger number of existing shareholders to participate in the equity raise on the terms of the Private Placement.
Further, the Subsequent Offering, if implemented, will secure that shareholders eligible to participate in the Subsequent Offering will receive the opportunity to subscribe for new shares at the same subscription price as the Offer Price in the Private Placement. On this basis, and based on an assessment of the current equity capital markets, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
DISCLOSURE REQUIREMENT
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Eleanor Gilbane, general counsel, at the time and date stated above in this announcement.
ADVISORS
Arctic Securities AS and Fearnley Securities AS act as Managers and Roth Capital Partners, LLC acts as financial advisor for the Private Placement.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
CONTACT INFORMATION
For further information, please contact:
William (John) Berger, Chief Executive Officer Email: w.john.berger@otovo.com
ABOUT OTOVO
Otovo is an AI-Native behind-the-meter energy services company serving homes and businesses across 14 European markets and the United States. Otovo combines equipment monitoring, rapid repairs, dependable power supply and grid participation in one service. Endurance, Otovo’s AI platform, monitors installed equipment, optimizes service from problem detection to resolution and coordinates repairs around the clock. “Your Power, Backed by Ours.” Otovo is listed on Euronext Oslo Børs under the ticker OTOVO. Visit us at www.otovo.com.
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 “U.S. 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 U.S. 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 U.S. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (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 persons who are “qualified investors”, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, 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.
In Israel, this communication is only addressed to and is only directed at “Qualified Investors” within the meaning of the First Schedule to the Israeli Securities Law, 5728-1968. The securities have not been and will not be offered, sold or distributed in Israel to any person or entity other than to “Qualified Investors”.
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. 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 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 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.
Neither the Managers nor any of their affiliates make 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 Managers nor any of their affiliates accept any liability arising from the use of this announcement. 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.
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