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owned subsidiary of Vow. This launch and spin-off of Vow Green Metals is part of
Vow’s strategy to create shareholder value by developing and delivering
technologies and solutions that prevent pollution, safeguard the environment and
combat climate change.
The board of directors of Vow and Vow Green Metals today announce that they have
signed a joint demerger plan for the demerger of Vow, whereby Vow’s assets,
rights and obligations related to its contemplated activities for industrial and
continuous production of biocarbon as reducing agent for the metallurgical
industry (the “Biocarbon Business”) are transferred to Vow Green Metals, while
all other assets, rights and liabilities will remain with Vow (the “Demerger”).
The Demerger is subject to the approval by an extraordinary general meeting to
be held in May 2021.
The board of directors and management of Vow have concluded that a demerger will
be the most suitable organisation of Vow in order to facilitate further growth
and enhanced values for its shareholders.
After the Demerger, Vow will continue to develop and deliver technologies,
solutions and innovative business models that convert biomass and waste into
valuable resources and generate clean and CO2 neutral energy to customers in a
wide range of industries at sea and on land.
Vow Green Metals will offer industrial production of biocarbon to the
metallurgical industry through a “build-own-operate” model, and focus on
commercialisation, development, and further expansion of the Biocarbon Business.
The Demerger will benefit both businesses as it will create a simpler and
clearer corporate structure visualising the existing values of Vow. It will
provide both Vow and Vow Green Metals with more flexibility and a better basis
to fund their respective businesses.
Terms of the demerger and timetable
The demerger is proposed to be carried out as a statutory demerger by way of a
transfer to an existing company (“demerger and merger” (Nw: fisjonsfusjon)) in
accordance with Chapter 14 of the Norwegian Public Limited Liability Companies
Act.
The boards of Vow and Vow Green Metals have resolved upon an exchange ratio of
93.5%/6.5%, with 93.5% of the value of the total business to remain in Vow and
6.5% of value of the business being transferred to Vow Green Metals. The
exchange ratio is based on an assessment made by the boards of Vow and Vow Green
Metals, based on recognized valuation methods, considered to provide the most
correct valuation of the underlying values in Vow.
The demerger is proposed to be implemented by way of decreasing the share
capital of Vow through a reduction of the nominal value of the shares with NOK
0.00650, from NOK 0.10000 to NOK 0.09350. The size of the share capital decrease
in Vow reflects the allocation of the net values between the companies in the
demerger. The shareholders of Vow will receive shares in Vow Green Metals by way
of increasing the share capital in this company through issuance of new shares
as demerger consideration. The demerger consideration to Vow’s shareholders will
be made entirely by the issuance of 114,259,870 new shares in Vow Green Metals,
each with a nominal value of NOK 0.00650. Thus, the exchange ratio implies that
the reduction of the nominal value on 1 share in Vow with NOK 0.0065 will give
the right to 1 new share in Vow Green Metals and that the shareholders in Vow
will receive shares in Vow Green Metals in the same ratio as they own shares in
Vow when the Demerger becomes effective.
Vow has also decided to implement a share capital increase in Vow Green Metals
of NOK 150 mill, meaning that Vow will maintain an ownership interest in Vow
Green Metals of approximately 30.5% when the Demerger becomes effective.
The completion of the demerger is subject to the satisfaction of a number of
conditions, including (i) that the demerger plan and related resolutions are
approved with the required majority at the general meeting of Vow, (ii) that
legislation does not prevent registration of the demerger and that the parties
obtain any required permissions/consents from public authorities, contracting
parties and other third parties, (iii) that no decision has been made by the
Oslo Stock Exchange which would prevent the continued listing of Vow on the Oslo
Stock Exchange, (iv) that the Oslo Stock Exchange has approved the listing of
the shares in Vow Green Metals on Euronext Growth Oslo and (iv) that the
creditor notice period has expired for both parties and the relation to any
creditors having submitted objections have been clarified.
The extraordinary general meetings of Vow and Vow Green Metals for the approval
of the Demerger is expected to be held on or about one month after the
registration and publication of the proposed Demerger in the Norwegian Register
of Business Enterprises, and the Demerger is subject to timely satisfaction of
the above mentioned conditions expected to be completed and become effective in
the end of June 2021 or the beginning of July 2021.
Governance, management and employees
The current board of directors and management of Vow will not be affected by the
Demerger. The listed holding company Vow ASA does not have employees, and the
employees in Vow’s subsidiaries will continue their employment unchanged with
their relevant employers. The Demerger will accordingly not have any
implications for the employees of the Vow group.
Vow Green Metals has an interim board of directors comprising Narve Reiten
(chairperson of the board), Susanne L. R. Schneider, Bård Brath Ingerø and Hanne
Refsholt. Henrik Badin, CEO of Vow ASA, will be interim CEO of Vow Green Metals.
Vow Green Metals does not have any other employees at the date hereof, but will
work towards hiring employees or engage consultants as deemed necessary and
beneficial from the time of the completion of the Demerger.
No agreements have been, or are expected to be, entered into by Vow Green Metals
in connection with the transaction for the benefit of any Vow board members or
senior employees, or for the benefit of any Vow Green Metals board members or
senior employees. It is however noted that certain employees within the Vow
group have been granted options in the Company. In connection with the
implementation of the Demerger, adjustment agreements will be prepared to ensure
that the holders of such options will maintain their financial rights.
About Vow Green Metals
Vow Green Metals is a newly incorporated private limited liability company and
is currently a wholly-owned subsidiary of Vow. Vow Green Metals will upon
completion of the Demerger be owned by the shareholders of Vow (as registered as
such in the VPS at the date of completion of the Demerger) and by Vow
(approximately 30.5%). Vow Green Metals will apply for admission of its shares
on Euronext Growth Oslo as part of the Demerger process.
Vow Green Metals will build, own and operate facilities for continuous
production of biocarbon, based on Vow ASA technology, to be sold to metallurgic
industry. The first facility is planned at Follum, in Hønefoss, Norway, with a
production of 10,000 tons of biocarbon. The goal is to increase the production
up to 100,000 tons over the next years.
For further information, please contact:
Vow ASA
Erik Magelssen - CFO
Tel: + 47 928 88 728
Email: erik.magelssen@vowasa.com
About Vow ASA
In Vow and our subsidiaries Scanship and Etia we are passionate about preventing
pollution. Our world leading solutions convert biomass and waste into valuable
resources and generate clean and CO2 neutral energy for a wide range of
industries.
Cruise ships on every ocean have Vow 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 pyro carbon. 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.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act
Kilde
.