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INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (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.
Reference is made to the stock exchange announcement published on 16 December
2021 by TECO 2030 ASA (“TECO” or the “Company”) regarding a contemplated private
placement (the “Private Placement”) of new shares in the Company (the “Offer
Shares”).
TECO is pleased to announce that the Private Placement has been successfully
placed, through an allocation of 9,000,000 Offer Shares at a subscription price
of NOK 5.00 per Offer Share, for gross proceeds of NOK 45,000,000. Fearnley
Securities AS (the “Manager”) acted as manager and bookrunner in connection with
the Private Placement.
The net proceeds from the Private Placement will be used for partial funding of
ongoing development programs and general corporate purposes.
TECO Group AS (the Company’s largest shareholder) and the Company’s CEO and CFO
have agreed to a 6 month customary lock-up following the completion of the
Private Placement.
Allocation to investors and payment instructions is expected to be communicated
on or about 17 December 2021. The allocated Offer Shares will be settled with
existing and unencumbered shares in the Company already admitted to trading on
Euronext Growth Oslo, pursuant to a share lending agreement with the Company’s
largest shareholder, TECO Group AS, to facilitate settlement on a delivery
versus payment basis. The allocated shares will thus be tradable upon
notification of allocation, expected on or about 17 December 2021.
The settlement date in the Private Placement is expected to be on or about 21
December 2021. The Manager will settle the share loan with a corresponding
number of new shares in the Company, which have been resolved issued by the
board of directors (the “Board”) pursuant to the authorization granted by the
Company’s annual general meeting on 10 February 2021.
Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a registered share capital of NOK 1,403,698.14 divided into 140,369,814
shares, each with a nominal value of NOK 0.01.
The Private Placement implies a deviation from the pre-emptive rights of the
existing shareholders of the Company. The Board has considered this and is of
the view that it would be in the best interest of the Company and its
shareholders to deviate from the existing shareholders’ pre-emptive right to the
Offer Shares, and that this would also be in compliance with the requirements in
the Norwegian Public Limited Companies Act on equal treatment of shareholders
and the prohibition against giving anyone an unreasonable advantage at the
Company’s or the shareholders’ expense and the obligations relating to equal
treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part
II and and the Oslo Stock Exchange’s Guidelines on the rules of equal treatment.
In reaching this conclusion, the Board inter alia emphasized that:
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The subscription price of NOK 5.00 per share represents a modest discount of
approximately 6% to the closing market price of the Company’s shares, and the
Private Placement represents a modest dilution as the number of shares issued
is approximately 6% of the share count before the placement.
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The subscription price is considered to represent professional investors’
view of the market price for the shares for a share offering of this size.
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A share issue in the form of a private placement enables the Company to
capitalize on current market conditions in an efficient manner. Alternative
transaction structures would imply a longer lead time and potentially
significant discounts.
The Company has resolved not to carry out a subsequent offering.
Advokatfirmaet Thommessen AS acts as legal counsel to the Company.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
- Pål Christian Johnsen, CFO, +47 412 76 747, pcj@teco2030.no
- Tore Enger, CEO, +47 920 83 800, tore.enger@teco.no
ABOUT TECO 2030 ASA
TECO 2030 is an innovative engineering and equipment development company aiming
to significantly increase the use of renewable energy solutions, specifically in
the form of hydrogen fuel cells, and reduce the environmental footprint of the
shipping industry.
TECO Marine Fuel Cell is a modular hydrogen Proton Exchange Membrane fuel cell
system specifically designed for heavy-duty marine applications offering
emission free propulsion by using hydrogen as fuel. Developed in co-operation
with AVL.
TECO is building a combined factory and innovation center for production of fuel
cells in Narvik, Norway, with a fully-operational capacity of 1.2 GW.
Since its IPO late 2020, TECO has been granted about NOK 75 million in financial
support from ENOVA, Research Council of Norway and Innovation Norway for the
continued development of the fuel cell, fuel cell production line and carbon
capture & storage.
This information is such that TECO is required to disclose in accordance with
the EU Market Abuse Regulation.
This announcement was published by Pål Christian Johnsen, CFO, TECO 2030 ASA, on
17 December 2021 at 08:54 CEST.
Important information:
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. 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. 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 believe 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. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, 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 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 their 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.
In connection with the Private Placement, the Manager 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 Manager and any of their affiliates acting as
investors for their own accounts. The Manager 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.
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.
ATTACHMENTS
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https://kommunikasjon.ntb.no/ir-files/17847477/1079/1449/Download%20announcement
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