Ensurge Micropower ASA - Contemplated Underwritten Private Placement
Ensurge Micropower ASA (ENMPY) has announced a private placement of 50 million new shares at NOK 1.20 per share, aiming to raise gross proceeds of NOK 60 million. The placement, managed by Arctic Securities AS, includes an underwriting agreement with a 4.5% fee payable in 2,250,000 new shares.
The net proceeds will be allocated to: (i) accelerate development of higher-capacity battery variants (28-layer and 43-layer), (ii) enhance sales and marketing activities, (iii) strengthen financial flexibility, and (iv) general corporate purposes. The application period runs from April 10, 2025, at 16:30 CET to April 11, 2025, at 08:00 CET, with settlement expected around April 15, 2025.
The company is considering a subsequent offering to existing shareholders who didn't participate in the private placement, subject to various conditions including market price and regulatory approvals.
Ensurge Micropower ASA (ENMPY) ha annunciato un collocamento privato di 50 milioni di nuove azioni a NOK 1,20 per azione, con l'obiettivo di raccogliere proventi lordi di NOK 60 milioni. Il collocamento, gestito da Arctic Securities AS, include un accordo di sottoscrizione con una commissione del 4,5% da corrispondere in 2.250.000 nuove azioni.
I proventi netti saranno destinati a: (i) accelerare lo sviluppo di varianti di batterie a maggiore capacità (28 strati e 43 strati), (ii) migliorare le attività di vendita e marketing, (iii) rafforzare la flessibilità finanziaria e (iv) scopi aziendali generali. Il periodo di applicazione va dal 10 aprile 2025, alle 16:30 CET, all'11 aprile 2025, alle 08:00 CET, con regolamento previsto intorno al 15 aprile 2025.
L'azienda sta considerando un'offerta successiva per gli azionisti esistenti che non hanno partecipato al collocamento privato, soggetta a varie condizioni tra cui il prezzo di mercato e le approvazioni normative.
Ensurge Micropower ASA (ENMPY) ha anunciado una colocación privada de 50 millones de nuevas acciones a NOK 1,20 por acción, con el objetivo de recaudar ingresos brutos de NOK 60 millones. La colocación, gestionada por Arctic Securities AS, incluye un acuerdo de suscripción con una tarifa del 4,5% que se pagará en 2.250.000 nuevas acciones.
Los ingresos netos se destinarán a: (i) acelerar el desarrollo de variantes de baterías de mayor capacidad (28 capas y 43 capas), (ii) mejorar las actividades de ventas y marketing, (iii) fortalecer la flexibilidad financiera y (iv) fines corporativos generales. El período de solicitud se extiende desde el 10 de abril de 2025, a las 16:30 CET, hasta el 11 de abril de 2025, a las 08:00 CET, con un liquidación prevista alrededor del 15 de abril de 2025.
La empresa está considerando una oferta subsiguiente para los accionistas existentes que no participaron en la colocación privada, sujeta a varias condiciones, incluido el precio de mercado y las aprobaciones regulatorias.
Ensurge Micropower ASA (ENMPY)는 주당 NOK 1.20에 5천만 주의 신규 주식을 사모 배정한다고 발표하며, 총 NOK 60백만의 자금을 조달할 계획입니다. Arctic Securities AS가 관리하는 이번 배정에는 4.5%의 수수료가 포함된 인수 계약이 있으며, 이는 2,250,000주의 신규 주식으로 지급됩니다.
순자금은 다음과 같은 용도로 사용될 예정입니다: (i) 더 높은 용량의 배터리 변형(28층 및 43층)의 개발 가속화, (ii) 판매 및 마케팅 활동 강화, (iii) 재무 유연성 강화, (iv) 일반 기업 목적. 신청 기간은 2025년 4월 10일 16:30 CET부터 2025년 4월 11일 08:00 CET까지이며, 정산은 2025년 4월 15일경에 예상됩니다.
회사는 사모 배정에 참여하지 않은 기존 주주를 위한 후속 제안을 고려하고 있으며, 이는 시장 가격 및 규제 승인 등 여러 조건에 따라 달라질 수 있습니다.
Ensurge Micropower ASA (ENMPY) a annoncé un placement privé de 50 millions de nouvelles actions à 1,20 NOK par action, visant à lever des recettes brutes de 60 millions de NOK. Le placement, géré par Arctic Securities AS, comprend un accord de souscription avec des frais de 4,5% à payer en 2 250 000 nouvelles actions.
Les produits nets seront affectés à : (i) l'accélération du développement de variantes de batteries à plus forte capacité (28 couches et 43 couches), (ii) l'amélioration des activités de vente et de marketing, (iii) le renforcement de la flexibilité financière et (iv) des fins d'entreprise générales. La période de demande s'étend du 10 avril 2025 à 16h30 CET au 11 avril 2025 à 08h00 CET, avec un règlement prévu autour du 15 avril 2025.
L'entreprise envisage une offre subséquente pour les actionnaires existants qui n'ont pas participé au placement privé, sous réserve de diverses conditions, y compris le prix du marché et les approbations réglementaires.
Ensurge Micropower ASA (ENMPY) hat eine Privatplatzierung von 50 Millionen neuen Aktien zu je NOK 1,20 angekündigt, mit dem Ziel, einen Bruttoerlös von NOK 60 Millionen zu erzielen. Die Platzierung, die von Arctic Securities AS verwaltet wird, umfasst eine Zeichnungsvereinbarung mit einer Gebühr von 4,5%, die in 2.250.000 neuen Aktien zu zahlen ist.
Die Nettoerlöse werden verwendet für: (i) die Beschleunigung der Entwicklung von Batterietypen mit höherer Kapazität (28-lagig und 43-lagig), (ii) die Verbesserung von Verkaufs- und Marketingaktivitäten, (iii) die Stärkung der finanziellen Flexibilität und (iv) allgemeine Unternehmenszwecke. Der Antragszeitraum läuft vom 10. April 2025 um 16:30 CET bis zum 11. April 2025 um 08:00 CET, mit einer Abwicklung, die voraussichtlich um den 15. April 2025 erfolgt.
Das Unternehmen erwägt ein nachfolgendes Angebot für bestehende Aktionäre, die nicht an der Privatplatzierung teilgenommen haben, vorbehaltlich verschiedener Bedingungen, einschließlich Marktpreis und regulatorischer Genehmigungen.
- Secured NOK 60 million in new funding through private placement
- Development of advanced battery technology with higher-capacity variants
- Potential partnerships expected to contribute to cash expenses
- 4.5% underwriting fee resulting in additional share dilution
- Uncertainty in timing of partner agreements affecting cash flow
- Dilution of existing shareholders' ownership
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.
Oslo, Norway, 10 April 2025
Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Arctic Securities AS (the "Manager") to advise on and effect a contemplated private placement in the Company of 50 million new shares
in the Company (the "Offer Shares") raising gross proceeds of NOK 60 million (the "Private Placement"). The subscription price per Offer Share (the "Offer Price") will be NOK 1.20.
Certain investors have, subject to customary conditions, committed to underwrite the Private Placement pursuant to an underwriting agreement entered into with the Company on 10 April 2025 (the “Underwriters”). A total underwriting fee equal to 4.5 % of the underwriting commitment will be payable by the Company to the Underwriters in the form of 2,250,000 new shares in the Company at the Offer Price (the "Underwriting Shares").
The net proceeds from the Private Placement will be used to (i) accelerate development of higher-capacity battery variants (first 28-layer and then targeted 43-layer), (ii) step up sales and marketing activities, (iii) strengthen the Company’s financial flexibility and (iv) for general corporate purposes. While the Company anticipates that agreements with partners (strategic and customers) will contribute towards coverage of the Company’s cash expenses, there is a risk in terms of timing of such agreements.
The application period for the Private Placement will commence on 10 April 2025 at 16:30 CET and is expected to close on 11 April 2025 at 08:00 CET (the "Application Period"). The Company, in consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement expected to be entered into between the Company, the Manager and certain existing shareholders (the "Share Lending Agreement"). The Share Lending Agreement will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorization by the Company's general meeting held on 11 February 2025 (the "Authorization"). Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 15 April 2025.
The final number of Offer Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Company's board of directors (the "Board") after consulting with the Manager. The allocation of Offer Shares will be based on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. 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 11 April 2025 through a notification to be issued by the Manager.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the board of directors resolving to allocate and issue of the Offer Shares and Underwriting Shares by use of the Authorization, (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares and Underwriting Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares and Underwriting Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”), (iii) the underwriting agreement remaining in full force and effect and the (iv) the Share Lending Agreement remaining in full force and effect.
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. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, Ensurge will consider whether to carry out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 10 April 2025, as registered in Ensurge's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) 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 registration of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will 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
Arctic Securities AS is acting as manager and bookrunner in connection with the Private Placement. Ræder Bing advokatfirma 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: Lars Eikeland - Chief Executive Officer
E-mail: lars.eikeland@ensurge.com
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 10 April 2025 at 16:40 CET.
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 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
FAQ
What is the size and price of Ensurge Micropower's April 2025 private placement?
How will ENMPY use the proceeds from the April 2025 private placement?
What is the timeline for ENMPY's April 2025 private placement?
What compensation are underwriters receiving for ENMPY's private placement?
Will ENMPY conduct a subsequent offering for existing shareholders?
