NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Quantafuel ASA (“Quantafuel” or the “Company”) has engaged ABG Sundal Collier ASA (“ABGSC”), Pareto Securities AS (“Pareto”) as joint lead managers and joint bookrunners and Danske Bank, Norwegian Branch as co-manager (together, the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”), corresponding to around 10% of the current outstanding shares in the Company (the “Private Placement”). The subscription price per Offer Share in the Private Placement (the “Subscription Price”) will be set by the Company’s board of directors (the “Board”) on the basis of an accelerated book-building process conducted by the Managers.
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The Company will use the net proceeds from the Private Placement for additional growth projects. The announced investment in the Esbjerg sorting plant will consume the majority of the proceeds (in accordance with the presentation dated 12 January 2022). In addition, the Company is expected to use a portion of the proceeds for initial investments in the plastic-to-liquid plants in Dubai and UK, as well as for general corporate purposes.
The ramp-up of production at the Skive plant continues to progress, and two of four lines have operated at design capacity proving that the last remaining identified process challenges have been resolved. The production lines also delivered the oil yield and quality expected indicating the chemical process is functioning according to plan. The plant has limited redundancy, so the Company still need to stabilize operation and produce for a longer time-period to deliver on its plan for Proof-of-Concept. Last week (the w/c 17 January 2022), the Company converted more than 100 MT of waste plastic to valuable product, and the Company’s opinion is that they are well on track to reach the 12,000 MT target for the full year 2022. The forecasted CAPEX of NOK 610 million remains unchanged.
The application period in the Private Placement will commence today, 27 January 2022 at 16:30 CET and close on 28 January 2022 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
KIRKBI Invest A/S, a shareholder owning approx. 9.3% of the Company and represented on the board of directors, have, subject to certain conditions, committed to subscribe for Offer Shares for NOK 100 million in the Private Placement. Furthermore, primary insider Lars Rosenløv (CEO) has indicated that he will subscribe for Offer Shares for NOK 0.5 million in the Private Placement. Both KIRKBI Invest A/S and the members of the Board and the Company’s management have agreed to customary 90-day lock up periods following the completion of the Private Placement.
The Company has entered into a lock-up agreement with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue shares for a period of 180 days following completion of the Private Placement.
The Private Placement will be directed towards selected Norwegian and international investors that are not U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”))
outside the United States in reliance on Regulation S under the U.S. Securities Act, subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue the Offer Shares pursuant to a board authorisation granted by the Company’s annual general meeting on 28 May 2021 (the “Authorisation”), and (ii) registration in the Norwegian Register of Business Enterprises of the share capital increase pertaining to the Offer Shares, and (iii) the Offer Shares being issued in VPS (jointly, the “Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
Subject to satisfaction of the Conditions, settlement of the Private Placement will be carried out by the Managers and is expected to take place on or about 1 February 2022 on a delivery versus payment basis following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company, ABGSC and Pareto.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014. The Company is of the view that is in the common interest of the Company and its shareholders to raise equity through the Private Placement. The existing shareholders preferential rights to subscribe for new shares will be deviated from (as catered for by the Authorisation). By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. As the Private Placement is structured to ensure that a market based subscription price is achieved, it is currently not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in the Private Placement.
For further queries, please contact:
Lars Rosenløv, CEO +47 93 01 80 40
Kristian Flaten, CFO +47 95 09 23 22
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 Kristian Flaten, CFO, on 27 January 2022 at 16:30 CET.
About Quantafuel | https://quantafuel.com
Quantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products. Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughout Europe and beyond.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, 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 securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 (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 “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 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 announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “expect”, “anticipate”, “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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
Kilde
