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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, 10 December 2024: Reference is made to the stock exchange announcement
published by Vow ASA (the “Company”) on 19 November 2024 regarding the approval
by the extraordinary general meeting of the Company of a fully underwritten
rights issue of 166,666,666 new shares in the Company (the “Offer Shares”), at a
subscription price of NOK 1.50 per share (the “Rights Issue”).
The subscription period for the Rights Issue expired on 9 December 2024 at
16:30 hours (CET).
At the expiry of the subscription period in the Rights Issue, the Company had
received valid subscriptions for a total of 140,462,010 Offer Shares.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the Company’s prospectus
dated 22 November 2024 (the “Prospectus”).
The board of directors of the Company has allocated a total of 166,666,666 Offer
Shares in the Rights Issue, of which 140,462,010 Offer Shares were allocated
based on valid subscriptions and the remaining Offer Shares were allocated to
the underwriters.
Further, a total of 9,910,929 new shares, each at a price of NOK 1.50 (the
“Underwriting Commission Shares”) will be delivered to the underwriters pursuant
to the subscription and underwriting agreement dated 27 September 2024 as
settlement of their entitlement to commission under said agreement. The
Underwriting Commission Shares will be issued pursuant to the authorisation
granted to the board of directors at the extraordinary general meeting held on
19 November 2024. The price of NOK 1.50 per Underwriting Commission Share is
equal to the subscription price in the Rights Issue.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed during the
course of today, on 10 December 2024. Payment for the allocated Offer Shares
falls due on 12 December 2024 in accordance with the payment procedures
described in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). It is expected that the share capital increase will be
registered in the Norwegian Register of Business Enterprises on or about 18
December 2024 and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about the next day.
The Offer Shares are expected to be tradable on Euronext Oslo Børs from and
including 19 December 2024.
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS, are acting as
Global Coordinators & Bookrunners, while SpareBank 1 Markets AS is acting as Co-
manager (together with the Global Coordinators, the “Managers”), for the Rights
Issue.
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 of 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.
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).
- 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
