ENSURGE MICROPOWER ASA: CONTEMPLATED PRIVATE PLACEMENT
Ensurge Micropower ASA has initiated a private placement of 116,666,666 to 166,666,666 new shares at NOK 0.60 each, aiming to raise up to NOK 100 million. Proceeds will support general corporate purposes, including expanding manufacturing and market presence. Key investors have pre-committed about NOK 70 million, including substantial contributions from major stakeholders. The placement consists of two tranches, with shares becoming tradable on specific dates. The completion of both tranches is contingent upon board approval and a forthcoming extraordinary general meeting.
- Private placement expected to raise up to NOK 100 million, strengthening capital.
- Key investors pre-committed approximately NOK 70 million, indicating strong support.
- Issuance of new shares may lead to shareholder dilution.
- Completion of Tranche 2 subject to board and EGM approval introduces uncertainty.
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Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Pareto Securities AS (the "Manager") to advise on and carry out a private placement (the "Private Placement") of 116,666,666 - 166,666,666 new shares in the Company (the "Offer Shares") at an offer price of NOK 0.60 per Offer Share, to raise gross proceeds of approximately NOK 70 - 100 million (the "Offer Size") consisting of one tranche with up to 125,561,401 Offer Shares ("Tranche 1") and a second tranche with a number of Offer Shares resulting in a total transaction (i.e. including both tranches) up to the Offer Size ("Tranche 2").
The Company intends to use the net proceeds from the Private Placement for general corporate purposes which includes expanding the Company's manufacturing capabilities and its presence in new evolving markets.
Certain existing shareholders and new investors have collectively pre-committed to subscribe for approximately NOK 70 million. This includes large existing shareholders such as Robert Keith (NOK 15 million), Alden AS (NOK 11.7 million), Tigerstaden AS (NOK 10.1 million) and Middelborg Invest AS (NOK 8 million).
Applicants will receive a pro rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement. The allocation will be made at the sole discretion of the Company's board of directors (the "Board"), following advice from the Manager.
In addition, the subscribers in the Private Placement will receive two non-tradeable warrants for every two Offer Shares subscribed for (the "Private Placement Warrants"), at no additional cost and with an exercise price equal to the Offer Price.
The total number of Offer Shares to be allocated and issued will be determined by the Board, in consultation with the Manager, following an application process. The Company will announce the final number of Offer Shares allocated in the Private Placement in an announcement expected to be published on newsweb.no before the opening of trading on Oslo Børs tomorrow, 3 February 2022. The Board reserves the right to cancel the Private Placement at any time and for any reason prior to notification of allocation.
The Private Placement will be 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. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The application period for the Private Placement commences today, 2 February 2022 at 16:30 CET, and is expected to close on 3 February 2022 at 08:00 CET. The Company may, in consultation with the Manager, at any time and for any reason at its sole discretion shorten or extend the application period. If the period is shortened or extended, the other times and dates referred to herein may be changed correspondingly.
Settlement of both Tranche 1 and Tranche 2 of the Private Placement will be on a delivery versus payment basis, facilitated by existing and unencumbered shares in the Company already listed on Oslo Børs, borrowed by the existing shareholder Alden AS ("Alden") pursuant to a share lending agreement entered into between Alden, the Company and the Manager. Alden will receive a compensation based on a
The Manager will settle the share loan with (i) new shares in the Company to be resolved issued by the Board pursuant to an authorization (the "Board Authorization") granted by the Company’s annual general meeting held on 3 June 2021 (Tranche 1) and (ii) new shares in the Company to be issued following, and subject to, approval by an extraordinary general meeting (the "EGM") to be summoned shortly after notification of allocation in the Private Placement (Tranche 2).
The Offer Shares allocated to applicants in Tranche 1 will thus be tradable from allocation (subject to timely payment) expected to be 3 February 2022, while the Offer Shares allocated to applicants in Tranche 2 will be tradeable one trading day after approval by the EGM (subject to timely payment) expected to be 25 February 2022. The settlement date for Tranche 1 is expected to be on or about 7 February 2022, and the settlement date for Tranche 2 is expected to be 1 March 2022.
The completion of Tranche 1 is subject to approval by the Board pursuant to the Board Authorization. The completion of Tranche 2 is subject to the approval by the EGM, and both tranches are subject to the Board’s resolution to proceed with the Private Placement. Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed.
Issuance and delivery of Private Placement Warrants is subject to approval by the EGM. Completion of Tranche 1 and Tranche 2 is not conditional upon the approval of the Private Placement Warrants at the EGM. The settlement of Offer Shares under Tranche 1 and Tranche 2 will remain final and binding and cannot be revoked or terminated by the respective applicants if the issuance of Private Placement Warrants is not completed.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and 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 the Board is of the opinion that the deviation from the preferential rights of the existing shareholders inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the expected limited dilution effects of the transaction, is in the common interest of the shareholders of the Company and in compliance with these obligations and guidelines.
The Board may, however, at its discretion, subject to completion of the Private Placement consider whether it is appropriate under the circumstances, taking into account all relevant factors including the share trading price in the Company after the Private Placement, to propose a subsequent offering (the "Subsequent Offering") to the Company’s general meeting of shareholders. Any such Subsequent Offering, if applicable and subject to applicable securities laws, would be directed towards existing shareholders in the Company as of 2 February 2022 (as registered with the VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action.
Advisors
Pareto Securities AS acts as sole lead manager and sole bookrunner in the Private Placement. Advokatfirmaet Ræder AS is legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager in connection with the Private Placement.
For further information, please contact:
Ståle Bjørnstad - Investor Relations
E-mail: stale.bjornstad@ensurge.com (mailto:stale.bjornstad@ensurge.com)
Phone: +47 99 16 76 72
Kevin Barber - Chief Executive Officer
E-mail: kevin.barber@ensurge.com (mailto:kevin.barber@ensurge.com)
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About ENSURGE MICROPOWER
Ensurge is Energizing Innovation (TM) with ultrathin, flexible, and safe energy storage solutions for wearable devices, connected sensors, and beyond. Ensurge's innovative solid-state lithium battery (SSLB) technology is uniquely positioned to enable the production of powerful, lightweight, and cost-effective rechargeable batteries for diverse applications. The company's state-of-the-art flexible electronics manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of SSLB technology to established and expanding markets. Ensurge Micropower ASA ("Ensurge") is a publicly listed company in Norway with corporate headquarters in Oslo and global headquarters in San Jose, California.
Important information
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. 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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 "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 Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering 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 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 (EU) 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", "strategy", "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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. 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 Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement. In connection with the Private Placement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
FAQ
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