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Standard Supply AS: Company rebrands to StandardCoin AS and announces launch of contemplated private placement of NOK 35 million.
As announced on 23 October 2024, Standard Supply AS (the “Company” or “Standard”) has been exploring new strategic opportunities following the divestment of its legacy assets. The Company is now pleased to unveil the outcome of this process, being a transformative strategic shift into becoming a Bitcoin Reserve Company. This new direction positions Standard as a transparent vehicle for investors seeking indirect exposure to Bitcoin. To reflect this milestone and renewed purpose, the Company will rebrand to StandardCoin AS. Further, Standard will immediately launch a NOK 35 million private placement of new shares (the “New Shares”) for the purpose of investing in bitcoin reserves (the “Private Placement”).
The strategic transformation to StandardCoin AS reflects a commitment to becoming a Nordic leader in corporate Bitcoin adoption. The Company will be looking to provide investors with a strong growth curve through active portfolio management, while at the same time being a predictable wealth retention instrument with high visibility into underlying markets.
“StandardCoin AS has an ambition to position ourselves as key Nordic hub for providing investors with Bitcoin exposure”, said Eldar Paulsrud, CEO. “The NOK 35 million equity placement is a first step in building our Bitcoin treasury, offering investors exposure to a highly attractive asset through a listed entity.”
The Private Placement
The Company has retained Arctic Securities AS (the “Manager”) to advise on and effect the Private Placement. The subscription price per New Shares will be a fixed price of NOK 27.0 (the “Subscription Price”), and subject to full subscription of the Private Placement, the Company will issue a total of 1,296,296 New Shares.
The following investors have pre-committed to subscribe for and will be allocated New Shares in the Private Placement for a total of NOK 30 million:
- S.D. Standard ETC Plc has pre-committed to subscribe for and will be allocated New Shares for NOK 7.5 million.
- Songa Capital AS has pre-committed to subscribe for and will be allocated New Shares for NOK 7.5 million.
- Apollo Asset Limited has pre-committed to subscribe for and will be allocated New Shares for NOK 5.0 million.
- Titan Venture AS has pre-committed to subscribe for and will be allocated New Shares for NOK 5.0 million.
- Alundo Invest AS has pre-committed to subscribe for and will be allocated New Shares for NOK 2.5 million.
- Middelborg Invest AS has pre-committed to subscribe for and will be allocated New Shares for NOK 2.5 million.
In addition S.D. Standard ETC Plc has pre-committed to subscribe for New Shares for an additional NOK 5.0 million that will be scaled back based on subscriptions from other existing shareholders in the Company.
The Private Placement will be settled in two tranches, a tranche of new shares in the Company of NOK 25,343,037 to be issued by the use of a board authorisation granted (the “Authorisation”) by the Company’s annual general meeting held on 13 June 2025 (“Tranche 1”) and (ii) a tranche of new shares in the Company of NOK 9,656,963 to be issued by an extraordinary general meeting of the Company expected to be held on or about 8 July 2025 (the “EGM”) (“Tranche 2”).
The application period in the Private Placement will start on 19 June 2025 at 16:30 CEST and end on 20 June 2025 at 08:00 CEST. The Company reserves the right to at any time and in its sole discretion resolve to close or extend the application period. Allocation (and conditional allocation in Tranche 2) of New Shares will be determined by the Company’s board of directors (the “Board”) at its sole discretion and in consultation with the Manager. The Board may focus on allocation criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act and other applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”) and (ii) within the United States only to persons reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of and pursuant to Rule 144A under the Securities Act.
Allocations of Offer Shares will be made at the sole discretion of the Board after consultation with the Manager. Allocations of Offer Shares in the Private Placement to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis between the investors.
Completion of Tranche 2 will be subject to approval by the EGM. The date for settlement of Tranche 1 of the Private Placement is expected to be on or about 24 June 2025 (T+2) and the date for settlement of Tranche 2 of the Private Placement is expected to be on or about 10 July 2025 (T+14), following approval of Tranche 2 of the Private Placement by the EGM. The settlement dates for both tranches are subject to (i) any shortening or extensions of the Application Period and (ii) delivery to the Manager of Borrowed Shares (as defined below) under a share lending agreement entered into between the Manager, the Company and from S.D. Standard ETC Plc (“SDSD”) (the “Share Lending Agreement”). Delivery-versus-payment (“DVP”) settlement for both the Tranche 1 and Tranche 2 will be facilitated with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo pursuant to the Share Lending Agreement.
Under the Share Lending Arrangement, the Manager, will borrow up to a number of shares from SDSD equal to the number of Offer Shares allocated in the Private Placement (the “Borrowed Shares”) to facilitate settlement on DVP basis to investors in the Private Placement. The share lending will be settled with new shares in the Company to be issued (i) by the Board pursuant to the Authorisation, and (ii) by the EGM resolving to issue the Offer Shares in Tranche 2.
The completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all corporate resolutions required to implement the Private Placement being validly made by the Company, including the Board resolving to consummate the Private Placement and issue the Offer Shares in Tranche 1 and conditionally allocate the Offer Shares in Tranche 2 and the EGM resolving to issue the Offer Shares in Tranche 2and (ii) the Share Lending Agreement being validly entered into and remaining unmodified and in full force and effect.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the New Shares. The Board has considered the Private Placement in light of the applicable equal treatment obligations and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, at a lower cost and with a significantly reduced completion risk compared to a rights issue. Other transaction structures have been considered, but not been deemed relevant at this time.
The Company may, subject to, inter alia, completion of the Private Placement, relevant corporate resolutions, including approval by the Board, prevailing market price of the Company’s shares and approval and the publication of a prospectus, consider conducting a subsequent offering of new shares (the “Subsequent Offering”) at the same subscription price as in the Private Placement and otherwise in line with market practice. Shareholders being allocated shares in the Private Placement, and shareholders who are 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, will not be eligible to participate in a Subsequent Offering. Further information on any Subsequent Offering will be given in a separate stock exchange release when available. The Company reserves the right in its sole discretion to not conduct or cancel any Subsequent Offering.
Arctic Securities AS is acting as Manager in the Private Placement
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
For further information, please contact:
CEO Eldar Paulsrud at +47 481 65 599
Board member Espen L. Fjermestad at +47 952 04 493
standard-supply.com
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 Eldar Paulsrud, CEO on the time and date provided.
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. 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 expression “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.
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 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.
Neither the Manager 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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.
Kilde
