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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Oslo, 27 September 2024:
Reference is made to VOW ASA’s (the “Company”) half-year report and stock
exchange announcement published on 29 August 2024, where it was announced that
the Company had agreed amended debt facilities (the “Debt Facilities”) with
improved covenant headroom subject to (i) agreement on final documents, and (ii)
strengthening of the Company’s balance sheet by raising new equity of minimum
NOK 125 million.
Following this announcement and in response to feedback from investors, as well
as a reassessment of the Company’s business plan and growth prospects, the
Company has decided to raise new equity amounting to gross proceeds of NOK 250
million. The increased equity raise will further strengthen Vow’s financial
position and enable the Company to capitalize on more opportunities in its
markets.
In addition to the already announced amendments to its Debt Facilities, the
following amendments have been further negotiated with DNB Bank ASA on the debt
covenants: (i) Debt Service Cover Ratio: 1.0x until YE 2025, and (ii) Equity
Ratio of 20.0% until maturity. The Company has also secured a liquidity bridge
with DNB Bank ASA of NOK 125 million to fund liquidity needs in the period until
it receives the proceeds from the Rights Issue.
“The board is very pleased with the outcome and strong support from both
existing shareholders and new fundamental investors. Based on feedback from the
market we decided to increase the size of the transaction compared to what was
originally indicated in the Company’s half-year report. The additional funds
will provide an even stronger financial platform from which the Company can
develop,” said Narve Reiten, Chair of the Board of Directors of Vow ASA.
The Fully Underwritten Rights Issue
The board of directors has resolved to propose that the new equity is raised
through a fully underwritten rights issue (through a combination of pre-
commitments and underwriting commitments) with preferential rights for existing
shareholders to raise approximately NOK 250 million (the “Rights Issue”). The
Rights Issue is subject to shareholder approval at an extraordinary general
meeting of the Company, currently expected to be held on or about 19 November
2024 after close of the Oslo Stock Exchange (the “EGM”). Notice of the EGM,
including proposed resolutions and further information regarding the Rights
Issue, is expected to be sent to the shareholders on or about 29 October 2024.
Certain existing shareholders, including DNB Bank ASA (the Company’s largest
shareholder), and the Underwriters (as defined below), subject to the
Underwriter being a shareholder in the Company at the record date, currently
representing 54.5 per cent of the shares in the Company, have undertaken that
they will vote in favour of the Rights Issue at the EGM.
“For Vow, our current and prospective customers and employees, this solution is
much welcome news. The Company is well placed to continue to provide advanced
and much needed environmental solutions to the cruise industry. We have already
celebrated significant achievements in new industry verticals, and we have a
strong pipeline of new opportunities in several industry verticals. With this
fully underwritten Rights Issue, which is supported by shareholders and
investors our entire team is now ready to deliver on our potential,” said Henrik
Badin, CEO of Vow ASA.
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS have been retained
as Global Coordinators & Bookrunners while SpareBank 1 Markets AS have been
retained as Co-manager (together with the Global Coordinators, the “Managers”)
for the Rights Issue. Advokatfirmaet Thommessen AS is the legal advisor to the
Company.
DNB Markets is a part of DNB Bank ASA. DNB Bank ASA is a lender under the
Company’s Debt Facilities, where proceeds from the Rights Issue will partly be
used for debt repayment.
Use of proceeds
The net proceeds from the Rights Issue will be used to (i) improve the Company’s
liquidity position for the Company to be able to execute on the current
orderbook and on new opportunities, (ii) strengthen the balance sheet by way of
debt repayment to facilitate an amended bank facility agreement with improved
covenant headroom.
Terms and conditions
Each shareholder will be granted tradeable subscription rights (“Subscription
Rights”) in proportion to the number of existing shares held at the expiry of
the trading day following the date of the EGM, as registered in the Norwegian
Central Securities Depository (VPS) on the second trading day on Euronext Oslo
Børs thereafter (the “Record Date”), cf. section 10-4 of the Norwegian Public
Limited Liability Companies Act. Each Subscription Right will, subject to
applicable securities laws, give the right to subscribe for and be allocated one
new share in the Rights Issue. Oversubscription will not be allowed, and
subscription without Subscription Rights will only be permitted for the
Underwriters.
The subscription price in the Rights Issue will be set based on the theoretical
share price exclusive of the subscription rights (TERP) based on the volume-
weighted average price (VWAP) of the Company’s shares on Euronext Oslo Børs
during the last three trading days prior to the EGM (with the date of the EGM
being the last day), less a discount of approximately 30 per cent. The final
subscription price in the Rights Issue (the “Subscription Price”) will be
determined by the EGM.
The Company will prepare and publish an EEA prospectus for the offering and
listing of the shares issued in the Rights Issue that will include the full
terms and conditions of the Rights Issue and will be subject to approval by the
Norwegian Financial Supervisory Authority prior to publication (the
“Prospectus”). All dates and other figures with respect to the Rights Issue
included herein remain tentative and subject to change. Any changes will be
announced at the EGM or through stock exchange announcements.
Pre-commitment and Underwriting
The Company’s largest shareholder, DNB Bank ASA, has pre-committed to subscribe
for its pro-rata share of the Rights Issue (i.e. 25.67 per cent) without
receiving any fee or other form of consideration.
A consortium consisting of Kistefos AS, Songa Capital AS, Fondsavanse AS,
EdenTree Investment Management Limited, MP Pensjon AS, Fredrik Lundgren, Wilhelm
Risberg, Saga Pure ASA, Tycoon Industrier AS and Apollo Asset Limited (together,
the “Underwriters”) have, subject to customary conditions, underwritten and pre-
committed to subscribe for the remaining shares to be issued in the Rights Issue
(i.e. NOK 185.83 million).
An underwriting fee of 8 per cent will be paid based on the underwriting
commitment provided by each Underwriter, payable in new shares to be issued at
the same subscription price as in the Rights Issue. These new shares will be in
addition to the shares to be issued in the Rights Issue.
Timeline
According to the current tentative timetable, and subject to the approval by the
EGM, the Company’s shares are expected to trade exclusive of Subscription Rights
from on or around 21 November 2024, the record date for the Subscription Rights
is expected to be on or around 22 November 2024 and the subscription period for
the Rights Issue is expected to commence on or around 25 November 2024 and end
on or around 9 December 2024. The period during which the Subscription Rights
are to be tradable is expected to commence on or around 25 November 2024 and end
on or around 4 December 2024. The Subscription Period may not be shortened, but
the Company’s board of directors may extend the Subscription Period if required.
Any changes will be announced through stock exchange announcements.
For more information, please contact:
Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com (mailto:henrik.badin@vowasa.com)
Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com (mailto:tina.tonnessen@vowasa.com)
About Vow ASA
Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about
preventing pollution. The company’s world leading solutions convert biomass and
waste into valuable resources and generate clean energy for a wide range of
industries. Advanced technologies and solutions from Vow enable industry
decarbonisation and material recycling. Biomass, sewage sludge, plastic waste
and end-of-life tyres can be converted into clean energy, low carbon fuels and
renewable carbon that replace natural gas, petroleum products and fossil carbon.
The solutions are scalable, standardised, patented, and thoroughly documented,
and the company’s capability to deliver is well proven. The company is a cruise
market leader in wastewater purification and valorisation of waste. It also has
strong niche positions in food safety and robotics, and in heat-intensive
industries with a strong decarbonising agenda. Located in Oslo, the parent
company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).
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 on instructions by Tina Tønnessen, CFO, at the date
and time as set out above. This information is subject to the disclosure
requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
- IMPORTANT INFORMATION -
This announcement does not constitute an 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. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. 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.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the “Prospectus Regulation”). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company’s registered office and,
subject to certain exceptions, on the website of the Managers.
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.
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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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 is the
responsibility of, the Company. Neither the Managers 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
Kilde
