Pryme B.V. - Contemplated private placement
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With reference to the Q4 2021 report and presentation announced on 24 February 2022, Pryme B.V. (“Pryme” or the “Company”) announces an intention to carry out a private placement (the “Private Placement”) of new ordinary shares (the “Offer Shares”) with gross proceeds of the NOK equivalent of EUR 15-17 million (the “Offer Size”). The final Offer Size (number of Offer shares to be allocated in the Private Placement) will be determined by the Company’s board of directors. The offering price in the Private Placement is NOK 10 per Offer Share (the “Offer Price”).
Pareto Securities AS (the “Manager”) has been retained as sole bookrunner to advise on and carry out the Private Placement.
The net proceeds to the Company from the Private Placement will be used to (i) fund the remaining Rotterdam CAPEX, (ii) fund estimated OPEX until mid 2023, (iii) acquire industrial plot (long-term lease) for next plant in the Port of Amsterdam, and for (iv) working capital and general corporate purposes.
Two cornerstone investors have undertaken to subscribe for and will be allocated Offer Shares in the Private Placement: CIRCULAR PLASTICS FUND I GP S.À R.L. acting on behalf of CIRCULAR PLASTICS FUND I SCSP (“Infinity Recycling”) has, subject to certain conditions, pre-committed to subscribe for, and will be allocated, approximately EUR 6.3 million, and Mr van Vliet (Executive Director and existing shareholder) has, subject to certain conditions, pre-committed to subscribe for, and will be allocated, approximately EUR 4.0 million.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000. The Company may offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129 on prospectuses for securities, are available.
The application period commences today at 16:30 hours CET and will close on 8 April 2022 at 08:00 hours CET (the “Application Period”). The Company may extend or shorten the Application Period at any time and for any reason on short, or without, notice. If the application period is extended or shortened, the other dates referred to herein might be changed accordingly.
The Company will announce the final Offer Size in the Private Placement in a stock exchange announcement expected to be published shortly after the close of the Application Period.
Notification of conditional allotment and payment instructions is expected to be issued to the applicants on or about 8 April 2022 through a notification to be issued by the Manager. The conditional allocation will be made at the sole discretion of the Company’s board of directors in consultation with the Manager. The Company’s board of directors will focus on criteria such as (but not limited to) cornerstones, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment (“DvP”) settlement. The DvP settlement structure is facilitated by a pre-funding agreement between the Company and the Manager.
Completion of the Private Placement by delivery of Offer Shares is subject to: (i) the Company’s board of directors resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) the Company’s extraordinary general meeting (the “EGM”) resolving to approve the Private Placement and issue the Offer Shares, (iii) the pre-funding agreement between the Company and the Manager being validly entered into and (iv) the Offer Shares having been validly issued, fully paid (through the pre-funding agreement) and registered with the Norwegian Central Securities Depository (the “VPS”) (collectively referred to as the “Conditions”).
The date of the EGM is expected on or about 2 May 2022. The Company’s board of directors will propose to convert the Company to a public limited liability company (N.V.) at the EGM. The pre-commitment from Infinity Recycling is conditional upon a person nominated by Infinity Recycling being elected to the board of directors of the Company for a term of four years at the EGM.
Registration of the share capital increase in the Company pertaining to the Private Placement is expected on or about 3 May 2022. Payment and delivery date is expected on or about 4 May 2022. The Offer Shares will not be tradable on Euronext Growth Oslo before the Conditions have been met. First day of trading for the Offer Shares on Euronext Growth Oslo is expected on or about 4 May 2022.
The Company has agreed with the Manager to a lock-up on future share issuances for a period of 6 months from the settlement date for the Private Placement. Johannes van der Endt (founder and chairman, currently owning 50.2%) has agreed a continuation of existing lock-up from IPO, where he is allowed sell up to 1,881,250 shares each 12 months following the first 12 months after the IPO (accumulating quota). Other members of the Company’s management and board of directors have all agreed with the Manager to a lock-up for a period of 12 months from the settlement date for the Private Placement (please note that an exception has been made for Wim Van den Broeck (Build Director and member of management currently owning 2.5%) who is allowed to sell up to 75,000 shares under the lock-up agreement). Infinity Recycling (cornerstone) has agreed with the Manager on a lock-up for 6 months from the settlement date for the Private Placement. All these lock-up arrangements are subject to customary exemptions.
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 shareholders of the Company.
The Company may, subject to completion of the Private Placement, resolve to carry out a subsequent repair offering of new shares at the Offer Price which will be directed towards existing shareholders in the Company as of 7 April 2022 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager 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 B.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 initial annual intake of about 40,000 tonnes, which will start production in 2022. 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 the Euronext Growth Oslo.
Important Notices
All references to “shares” (both new and existing) in this announcement means depository receipts, i.e. beneficial interests in the Company’s actual underlying shares, registered with the Norwegian Central Securities Depository (the “VPS”), unless the context otherwise requires.
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 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. 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 of the Company, 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, the Manager nor any of their respective 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 the Management Board of Pryme B.V. on 7 April 2022 at 16:30 hours CET on behalf of the Company.
Kilde
Alltid noen som vet mer enn andre. Anyways……Nå kommer nok emisjonen. Blir satt litt høyere enn hva jeg håpet på, men jeg tar plass.
