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Reference is made to the stock exchange announcement by Quantafuel ASA (“Quantafuel” or the “Company”) on 27 January 2022 regarding the contemplated private placement of new shares in the Company (the “Offer Shares”), corresponding to around 10% of the current outstanding shares in the Company (the “Private Placement”).
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The Company is pleased to announce that the Private Placement has been successfully completed, raising NOK 400 million in gross proceeds to the Company through allocation of 16,000,000 new shares at an offer price of NOK 25.00 per share.
ABG Sundal Collier and Pareto Securities AS acted as lead managers and joint bookrunners (the “Joint Bookrunners”) and Danske Bank, Norwegian Branch acted as co-manager (together with the Joint Bookrunners, the “Managers”) in connection with the Private Placement.
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 Private Placement and the issuance of the Offer Shares was resolved by the Company’s board of directors at a Board meeting held on 27 January 2022, based on the authorisation granted to the Board at the Company’s annual general meeting held on 28 May 2021.
Notification of allotment and payment instructions is expected to be issued to the applicants on or about 28 January 2022 through a notification to be issued by the Managers. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 1 February 2022 following registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Registry of Business Enterprises and the issuance of the new shares in the VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Joint Bookrunners. It should be noted that the Offer Shares will not be tradable before registration of the share capital increase in the Norwegian Register of Business Enterprises, expected to be on or about 31 January 2022.
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 1,650,151.80 divided into 165,015,180 shares, each with a par value of NOK 0.10.
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 was deviated from. By structuring the equity raise as a private placement, the Company has been in a position 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. The subscription price represents a 8.8% discount to VWAP on the transaction day. The number of new shares represents 10.7% of the existing number of shares in the Company. As the Private Placement is structured to ensure that a market based subscription price is achieved, it is not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
The following persons discharging managerial responsibilities (“Primary Insiders”) and close associates were allocated Offer Shares in the Private Placement:
KIRKBI Invest A/S, a company closely related to the board member Kasper Trebbien, has been allocated 4,000,000 Offer Shares and will following completion of the Private Placement own 17,888,880 shares in the Company.
Thoeng AS, a company closely related to Thorleif Enger, member of the Company’s board of directors, has been allocated 20,000 Offer Shares and will following completion of the Private Placement own 159,300 shares in the Company.
Lars Rosenløv Jensen, the CEO of the Company, has been allocated 20,000 Offer Shares and will following completion of the Private Placement own 20,800 shares in the Company.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company and Advokatfirmaet Thommessen AS is acting as legal counsel to the Managers in connection with 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 28 January 2022 at 00:25 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
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