Ensurge Micropower ASA: Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged SpareBank 1 Markets AS (the “Manager”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares") raising gross proceeds of NOK 45-75 million (the "Private Placement"), at a subscription price per share of NOK 0.10 (the "Offer Price").
The final number of Offer Shares to be issued will be determined by the Company's board of directors (the "Board"), in consultation with the Manager, on the basis of a bookbuilding process to be conducted by the Manager.
During the pre-sounding phase of the Private Placement, the Company has received pre-commitments and firm indications from new investors and existing shareholders equivalent to the minimum offer size of the Private Placement of NOK 45 million, including from certain of the largest shareholders having, subject to certain customary conditions, undertaken to subscribe for Offer Shares for a total amount of approx. NOK 34 million as follows: NOK 10.5 million from Robert Keith, NOK 10 million from Andreas Holding AS, NOK 7.5 million from Tigerstaden AS and NOK 6 million from Alden AS.
The net proceeds from the Private Placement will be used to fund the Company’s operations over the next 3-6 months (including, unless it is fully converted and/or extended, repayment of maximum
The bookbuilding period for the Private Placement will commence on 15 June 2023 at 08:00 CEST and is expected to close on 16 June 2023 at 08:00 CEST (the "Bookbuilding Period"). The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or to extend the Bookbuilding Period or to modify or cancel the Private Placement in its entirety without further notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The allocation of Offer Shares will be determined at the end of the bookbuilding period and the final allocation will be made at the sole discretion of the Board after input from the Manager. Allocation will be based on criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon, however so that the pre-committing investors will receive full allocation. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 16 June 2023 through a notification to be issued by the Manager.
The Private Placement will be divided into two tranches. The first tranche will consist of up to 74,422,849 shares ("Tranche 1" and the "Tranche 1 Offer Shares"), which equals the number of shares the Board may issue based on the current outstanding authorization to issue new shares granted by the annual general meeting of the Company on 24 May 2023 (the "Authorization"). The second tranche will consist of the remaining number of shares for the Private Placement ("Tranche 2" and the "Tranche 2 Offer Shares "). Issuance of the Tranche 2 Offer Shares will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 10 July 2023 (the "EGM") and conversion of, or extension by 12 months of the maturity date of,
Settlement of the Tranche 1 Offer Shares is expected to take place on or about 20 June 2023 on a delivery versus payment ("DvP") basis facilitated by a pre-funding agreement entered into between the Company and the Manager. The Offer Shares allocated to investors in Tranche 2 will only be tradable on Oslo Børs following approval by the EGM and approval of a prospectus (the "Prospectus") by the Financial Supervisory Authority of Norway (the “FSA”), and will be issued on a separate ISIN until the Prospectus has been approved and published.
Completion of Tranche 1 is subject to necessary corporate resolutions by the Board required to consummate Tranche 1 of the Private Placement, including final approval by the Board of the Private Placement and issuance of the Tranche 1 Offer Shares pursuant to the Authorization. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the EGM resolving to issue the Tranche 2 Offer Shares and (iii) conversion of, or extension by 12 months of the maturity date of,
The Private Placement will be directed towards Norwegian and international investors, subject to 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, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved.
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of the Prospectus by the FSA, Ensurge will consider carrying out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards eligible shareholders in Ensurge who are shareholders in the Company as of 15 June 2023, as registered in Ensurge's register of shareholders with the Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) on 19 June 2023, who (i) were not included in the pre-sounding phase of the Private Placement, (ii) are not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected to occur during July 2023, and the subscription price in the Subsequent Offering would be the same as the Subscription Price in the Private Placement. Ensurge will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
About Ensurge Micropower:
Ensurge is Energizing Innovation(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things. The company's state-of-the-art 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 Ensurge technology to established and expanding markets.
Advisors
SpareBank 1 Markets AS are acting as financial advisor and bookrunner in connection with the Private Placement. Advokatfirmaet Ræder AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager.
For more information, please contact:
Mark Christopher Newman - Chief Executive Officer
E-mail: mark.newman@ensurge.com
Terje Rogne, Chairman
Phone: +47 472 02 200
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate Development and IR, on 15 June 2023 at 07:30 CEST.
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. 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 "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 or its 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 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU 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", "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 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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 provide any guarantees 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 document.
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 make 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 Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
