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Oslo, 21 February 2023: Zaptec ASA (“Zaptec” or the “Company”) hereby announces a contemplated private placement of up to approximately 10 million new shares (the “Offer Shares”) in the Company (the “Private Placement”). The subscription price per Offer Share in the Private Placement will be set by the Company’s board of directors (the “Board”) on the basis of an accelerated bookbuilding process conducted by the Manager (as defined below).
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The Company has appointed ABG Sundal Collier ASA as sole bookrunner for the Private Placement (the “Manager”).
The net proceeds from the Private Placement will be used for general corporate purposes and to continue Zaptec’s international expansion.
The application period in the Private Placement will commence today, 21 February 2023, at 16:30 hours CET and close on 22 February 2023 at 08:00 hours CET (the “Bookbuilding Period”). The Company and the Manager may, however, at any time resolve to extend or shorten the Bookbuilding Period on short or no notice. If the Bookbuilding Period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement 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 Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary regulations, are available.
Allocation of Offer Shares will be determined by the Board at its sole discretion, in consultation with the Manager, following the expiry of the Bookbuilding Period.
Completion of the Private Placement is subject to the Board resolving to complete Private Placement and to allocate and issue the Offer Shares pursuant to the Board Authorisation.
Settlement of the Offer Shares is expected to take place on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company, that are already listed on Oslo Stock Exchange, to be borrowed from Valinor AS and the Company’s CFO, Østrem Invest AS, by the Manager pursuant to a share lending agreement entered into between the Manager, the Company, Valinor AS and Østrem Invest AS.
The Company reserves the right to, at any time and for any reason, to cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particularly in light of the current market conditions. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. As the Private Placement is structured to ensure that a market-based subscription price is achieved, it is currently not planned to conduct a subsequent repair offering directed towards shareholders not participating in the Private Placement.
Advokatfirmaet Thommesen AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Peter Bardenfleth-Hansen, CEO, Zaptec ASA
Tel: +47 40 10 31 78, e-mail: pbh@zaptec.com
Kurt Østrem, CFO, Zaptec ASA
Tel: +47 40 40 47 00, e-mail: kurt@zaptec.com
Kristian Sæther, Finance Manager & IR, Zaptec ASA
Tel: +47 90 70 85 12, e-mail: investor@zaptec.com
About Zaptec:
Zaptec ASA is a technology company within Electric vehicle (EV) charging systems in Europe. The company develops EV charging systems for multi and single-family homes and office buildings. The product portfolio enables large number of charging points at a low cost and includes Zaptec Pro, Zaptec Go, Charge365 payment services, Charging columns, Zaptec Portal, and Zaptec Sense. The company accelerates the electrification of the transport sector to assist European countries in reducing CO2 emissions from light-duty cars.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Zaptec ASA. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 “US 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 US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities 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 US 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 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”, “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 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. Neither the Company nor the Managers undertake any obligation to review, update, confirm or 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 communication.
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 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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 by Kurt Østrem, acting as CFO on 21 February 2023 at 16:30 CET on behalf of the Company.
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