Pryme N.V. - Private placement of new shares completed at NOK 11.00 per share, a premium of 51% over the closing price on March 21, 2023
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Pryme N.V. (“Pryme” or the “Company”) announces that it has entered into agreements with certain investors for the subscription of a total of 15,367,044 new ordinary shares in the Company (the “Offer Shares”) in a privately negotiated private placement (the “Private Placement”) with gross proceeds of EUR 14.8 million, corresponding to approximately NOK 169.0 million based on a EUR:NOK exchange ratio of 1:11.4210. The subscription price in the Private Placement was EUR 0.9631 per share, corresponding to NOK 11.00 per share based on the same exchange ratio.
The net proceeds to the Company from the Private Placement will be used for (i) the completion of the construction of and the initiation of production from the Company’s first plant and for (ii) working capital and general corporate purposes.
Certain primary insiders have been allocated Offer Shares in the Private Placement. Details around such primary insider subscriptions and allocation of Offer Shares are disclosed in separate disclosures.
Completion of the Private Placement by delivery of Offer Shares is subject to: (i) the Company’s extraordinary general meeting (expected to be held on or about April 11th, 2023) (the “EGM”) resolving to approve the Private Placement and issue the Offer Shares, and (ii) the Offer Shares having been validly issued, fully paid and registered with the Norwegian Central Securities Depository (VPS). Items (i) to (iii) in the foregoing are collectively referred to as the “Conditions”.
Registration of the share capital increase in the Company pertaining to the Private Placement is expected on or about April 19th, 2023, and delivery of the Offer Shares is expected on or about April 21st 2023. The Offer Shares will not be tradable on Euronext Growth Oslo before the Conditions have been met. The first day of trading for the Offer Shares on Euronext Growth Oslo is expected to be on or about April 21st, 2023.
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of EUR 2,416,543.30 divided into 48,330,866 shares, each with a par value of EUR 0.05.
The Company and the subscribers in the Private Placement, will be subject to a six month lock-up obligation, subject to customary exceptions.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Euronext Growth Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and the Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the Company and its shareholders. In particular, the Company has considered the fact that the Private Placement has been made at a share price which constitutes a significant premium of 51% to the closing price for the shares on Euronext Growth on March 21st, 2023. Consequently, the Company does not intend to carry out a subsequent offering of shares to shareholders who did not participate in the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
For additional information, please contact:
Pryme Investor relations: ir@pryme-cleantech.com
About Pryme | www.pryme-cleantech.com
Pryme N.V. is an innovative cleantech company focused on converting plastic waste into valuable products through chemical recycling on an industrial scale. Its efficient and scalable technology is based on a proven pyrolysis process that has been further developed and enhanced with proprietary characteristics.
The company is currently building its first plant in the port of Rotterdam with an annual intake of up to 40,000 tonnes, which will start production in 2023.
Pryme’s ambition is to contribute to a low-carbon, circular plastic economy and to realize the enormous rollout potential of its technology through the development of a broad portfolio of owned-operated plants with strategic partners.
The company is listed on Euronext Growth Oslo.
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 the Company. 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 of their securities in the United States or to conduct a public offering of securities in the United States.
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. 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 Company, nor any of its 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 any of its affiliates accepts any liability arising from the use of this announcement.
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 Rene de Graaf, General Counsel of Pryme N.V., on 21 March, 2023 at 22.00 hours CET on behalf of the Company.
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