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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.
TECO 2030 ASA (“TECO” or the “Company”) has engaged Fearnley Securities AS to
act as manager and bookrunner (the “Manager”) to advise on and carry out a
private placement of new shares in the Company (the “Offer Shares”) to raise
gross proceeds of NOK 40 - 65 million (the “Private Placement”).
The total number of Offer Shares to be allocated and issued will depend on the
demand and the final offer price to be determined by the board of directors of
the Company (the “Board”), in consultation with the Manager, following an
accelerated bookbuilding process.
Subject to customary terms and conditions, certain investors have pre-committed
to subscribe for NOK 40 million in the Private Placement, , on the basis of the
offer price being set at a discount of 5% to the closing price on 16 December
2021. The pre-committing investors include companies affiliated with Jakob
Hatteland (NOK 30 million) and companies affiliated with Eskil Hansen (NOK 10
million).
The Company intends to use the net proceeds from the Private Placement 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
will enter into a 6 month customary lock-up with the Manager following the
completion of the Private Placement.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant registration, filing and prospectus requirements, and subject to
other applicable selling restrictions. The minimum application and allocation
amount has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, offer and allocate Offer Shares for an amount
below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from
the prospectus requirement in accordance with applicable regulations, including
the Norwegian Securities Trading Act and ancillary regulations, are available.
The bookbuilding and application period for the Private Placement commences
today, 16 December 2021 at 16:30 CEST, and is expected to close on 17 December
2021 at 08:00 CEST. The Company may, in consultation with the Manager, at any
time and for any reason at its sole discretion shorten or extend the
bookbuilding and application period. If the period is shortened or extended, the
other times and dates referred to herein may be changed correspondingly.
The Company will announce the final number of Offer Shares allocated and the
final offer price in the Private Placement in an announcement expected to be
published on newsweb.no - http://newsweb.no before the opening of trading on
Euronext Growth Oslo tomorrow, 17 December 2021. The number of Offer Shares to
be allocated will be determined and the allocation will be made at the
discretion of the Board in consultation with the Manager, after the expiry of
the bookbuilding period.
The Offer Shares allocated in the Private Placement will be settled through a
delivery-versus-payment transaction on a standard T+2 basis, by delivery of
existing and unencumbered shares in the Company already admitted to trading on
Euronext Growth Oslo, made available to Fearnley Securities AS by the Company’s
largest shareholder, TECO Group AS, pursuant to a share lending agreement.
The Offer Shares subscribed in the Private Placement will thus be tradable upon
notification of allocation, expected to be on or about 17 December 2021. The
settlement date in the Private Placement is expected to be on or about 21
December 2021. Fearnley Securities AS will settle the share loan with new shares
in the Company to be issued by a resolution of the Board pursuant to an
authorisation granted by the annual general meeting held on 10 February 2021
(the “Authorisation”).
Completion of the Private Placement is subject to (i) all corporate resolutions
of the Company required to implement the Private Placement being validly made by
the Company, including, without limitation, the resolution by the Board to
approve the Private Placement and issue the Offer Shares pursuant to the
Authorisation, and (ii) payment being received for the Offer Shares. The Company
reserves the right to cancel, and/or modify the terms of, the Private Placement
at any time and for any reason prior to settlement.
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, section 3.1 of the
Euronext Growth Rule Book Part II and the Oslo Stock Exchange’s Guidelines on
the rule of equal treatment, and is of the opinion that the deviation from the
preferential rights of the existing shareholders inherent in a private
placement, taking into consideration the time, costs and risk of alternative
methods of securing the desired funding, as well as the expected limited
dilution effects of the transaction, is in the common interest of the
shareholders of the Company and in compliance with these obligations and
guidelines.
The Company may, however, subject to completion of the Private Placement and
certain other conditions, resolve to carry out a subsequent repair offering of
new shares at the offer price in the Private Placement which, subject to
applicable securities law, will be directed towards existing shareholders in the
Company as of 16 December 2021 (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.
Please see attached an updated Company presentation. Fearnley Securities AS act
as manager and bookrunner in the Private Placement.
Advokatfirmaet Thommessen AS acts as legal counsel to the Company.
For further information, please contact:
Media:
Tore Enger, CEO of TECO 2030, tel: +47 920 83 800
Investors:
Pål Christian Johnsen, CFO of TECO 2030, tel: +47 412 76 747
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
About TECO 2030
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
16 December 2021 at 16:35 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.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847477/1078/1448/Download%20announcement
%20as%20PDF.pdf
TECO 2030 Company Presentation December 2021 FINAL.pdf -
https://kommunikasjon.ntb.no/ir-files/17847477/1078/1447/TECO%202030%20Company%2
0Presentation%20December%202021%20FINAL.pdf
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