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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE
PRESS RELEASE.
Scanship Holding ASA (“Scanship” or the “Company”) has retained Carnegie AS, DNB
Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS as Joint Bookrunners
(together the “Managers”) to advise on and effect a private placement of new
shares 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, after the close of Oslo Stock Exchange today
(the “Private Placement”).
In the Private Placement, the Company is offering up to 6.5 million new shares,
representing up to approximately 6.5 % of the outstanding capital of the
Company. The subscription price in the Private Placement will be determined by
the Company’s Board of Directors through an accelerated bookbuilding process.
The minimum subscription and allocation amount has been set to the NOK
equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate an amount below EUR 100,000 to the extent applicable exemptions from
the prospectus requirement pursuant to applicable regulations, including the
Norwegian Securities Trading Act and ancillary regulations, are available.
The net proceeds of the Private Placement will be used to accelerate the
Company’s growth within landbased products and services, with a focus on (i)
plastic waste handling, (ii) the European biogas market, and (iii) metallurgic
applications of biocoke from pyrolysis.
The bookbuilding period for the Private Placement commences today at 16:30 CET
and closes on 7 November 2019 at 08:00 CET. The Managers and the Company may,
however, at any time resolve to close or extend the bookbuilding period at their
sole discretion and for any reason on short notice. If the bookbuilding period
is shortened or extended, any other dates referred to herein may be amended
accordingly.
The new shares allocated in the Private Placement will be settled through a
delivery versus payment transaction on a regular T+2 basis by delivery of
existing and unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange pursuant to a share lending agreement between SpareBank 1
Markets AS (on behalf of the Managers), the Company and Ingerø Reiten Investment
Company AS. The shares delivered to the subscribers will thus be tradable from
allocation. The Managers will settle the share loan with new shares in the
Company to be issued by the Company’s Board of Directors pursuant to an
authorization granted at the Company’s extraordinary general meeting held 2
October 2019.
Ingerø Reiten Investment Company AS (IRIC) has committed to a subscription of
NOK 50 million. In addition, CDO Asgeir Wien, through Daler Inn Limited, will
subscribe for 100,000 Offer Shares and COO Jonny Hansen, through Exproco
Limited, will subscribe for EUR 100,000. In addition Olivier Lepez, CEO in Etia,
will subscribe for 50 000 shares and Philippe Sajet, COO in Etia, will subscribe
for 50 000 shares.
The Company will announce the final number of shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on the Oslo Stock Exchange
tomorrow, 7 November 2019. The payment date for the new shares is expected to be
on or about 11 November 2019. Completion of the Private Placement is subject to
final approval by the Board.
The allocation of the new shares in the Private Placement will be determined at
the end of the bookbuilding process. The final allocation will be made at the
sole discretion of the Company’s Board of Directors in consultation with the
Managers. Notification of allotment will be sent to the applicants by the
Managers on or about 7 November 2019, subject to any shortenings or extensions
of the bookbuilding period.
The Company’s Board of Directors has considered the Private Placement in light
of the equal treatment obligations under the Norwegian Securities Trading Act
and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the contemplated
transaction is in compliance with these requirements. The Board of Directors
concluded that the waiver of the preferential rights inherent in a private
placement was considered necessary in the interest of time and successful
completion of the share issue. The Private Placement will allow the Company to
raise capital faster, with a lower discount and with significantly lower
transaction costs than what a rights issue would entail, and it will also
broaden the shareholder base to the benefit of the shareholders and the Company.
On this basis, and based on an assessment of the current equity markets, the
Company’s Board of Directors has considered the Private Placement to be in the
common interest of the Company and its shareholders. As a consequence of the
Private Placement structure, the shareholders’ preferential rights will be
deviated from.
Contact information to the Managers:
Carnegie: + 47 22 00 93 40, DNB Markets : + 47 24 16 92 25, Sparebank1 Markets:
For additional information, please contact:
Henrik Badin - CEO Erik Magelssen - CFO
Scanship Holding ASA Scanship Holding
ASA
Tel: + 47 90 78 98 25 + 47 92 88 87 28
Email: henrik.badin@scanship.no (mailto:henrik.badin@scanship.no)
erik.magelssen@scanship.no
ABOUT SCANSHIP HOLDING ASA
In Scanship and our subsidiary Etia we are passionate about preventing
pollution. Our world leading solutions convert biomass and waste into valuable
resources and generate clean energy for a wide range of industries.
Cruise ships on every ocean have Scanship technology inside which processes
waste and purifies wastewater. Fish farmers are adopting similar solutions, and
public utilities and industries use our solutions for sludge processing, waste
management and biogas production on land.
Our ambitions go further than this. With our advanced technologies and
solutions, we turn waste into biogenetic fuels to help decarbonize industry and
convert plastic waste into fuel, clean energy and high-value pyrocarbon.
Our solutions are scalable, standardized, patented and thoroughly documented,
and our capability to deliver is well proven. They are key to end waste and stop
pollution.
Located in Oslo, the parent company Scanship Holding ASA is listed on the Oslo
Stock Exchange (ticker SSHIP). In 2018 the Scanship group and Etia had combined
annual revenues of NOK 430 million and 120 employees in Norway, France and the
US.
Important information:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
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).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Private
Placement.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Company’s
shares.
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the Company’s shares and determining appropriate distribution
channels.
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 “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
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
