NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Reference is made to the stock exchange announcement published by Otovo ASA (the “Company”) on 9 November 2023 regarding the successful completion of a private placement of 130,434,782 new shares in the Company with gross proceeds of approximately NOK 450 million (the “Private Placement”), and a potential subsequent share offering (the “Subsequent Offering”). Further reference is made to the stock exchange announcement on 18 December 2023 where the Company announced its decision to proceed with the Subsequent Offering, subject to the approval and publication of a prospectus.
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The new shares in the Private Placement were issued in two tranches, whereof 29,757,959 new shares were issued on the ordinary ISIN of the Company as immediately tradable and listed on the Oslo Stock Exchange (the “Tranche 1 Shares”), and 100,676,823 new shares (the “Tranche 2 Shares”) were issued on a separate interim ISIN, only becoming tradable and listed on the Oslo Stock Exchange following approval and publication of a prospectus.
Today, on 21 December 2023, a listing prospectus for the Tranche 2 Shares and for the offering and listing of the offer shares in the Subsequent Offering (the “Prospectus”) was approved by the Financial Supervisory Authority of Norway. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.dnb.no/emisjoner and www.paretosec.com/transactions.
Following approval and publication of the Prospectus, the Tranche 2 Shares will be tradable on the Oslo Stock Exchange.
The Subsequent Offering
The Subsequent Offering will comprise the issue of up to 17,400,000 new shares (the “Offer Shares”) in the Company at a subscription price of NOK 3.45 per share (the “Offer Price”), directed towards Eligible Shareholders (as defined below), potentially raising total gross proceeds of approximately NOK 60 million. The Offer Price is equal to the subscription price in the Private Placement.
The subscription period in the Subsequent Offering is expected to commence on 2 January 2024 at 09:00 (CET).
The Subsequent Offering will be directed towards existing eligible shareholders in the Company as of 9 November 2023 (as registered with the VPS two trading days thereafter, 13 November 2023 (the “Record Date”)) who were not allocated new shares in the Private Placement and who 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 (the “Eligible Shareholders”).
Eligible Shareholders will be granted non-tradeable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.295130 Subscription Rights for each Share held rounded down to the nearest whole subscription right, each giving the right to subscribe for one (1) Offer Share. Over-subscription is permitted for Eligible Shareholders. Subscription without Subscription Rights is not permitted in the Subsequent Offering
The Prospectus contains the complete terms and conditions of the Subsequent Offering. Further information will also be given in a separate stock exchange notice to be published prior to commencement of the subscription period.
Advisors
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as managers for the Subsequent Offering (the “Managers”). Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.
For further information, please contact:
Andreas Thorsheim, Chief Executive Officer
Phone: +47 93 06 51 78
Petter Ulset, Chief Financial Officer
Phone: +47 47 93 60 26 43
About Otovo:
For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and qualified energy installers. The company uses its proprietary technology to analyze the potential of any home and finds the best price and installer for customers based on an automatic bidding process between available installers.
Important information
This information is subject to the disclosure requirements pursuant to Section 5 -12 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.
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 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.
The issue, subscription or purchase of shares 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. 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 believe 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 their 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.
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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