Ensurge Micropower ASA: Private Placement of NOK 75 million successfully placed
Ensurge Micropower ASA has successfully completed a private placement, raising NOK 75 million through the issue of 75 million new shares at NOK 1 per share. The placement, which was oversubscribed, will be divided into two tranches: Tranche 1 with 61,790,320 shares and Tranche 2 with 13,209,680 shares. The proceeds will fund a 25% increase in operations personnel and capital expenditures to enhance production capacity. The company expects additional funding from joint development agreements, battery sales, and license agreements in the next 3-9 months.
Following the placement, Ensurge's share capital will be NOK 348,613,173, divided into 697,226,346 shares. The company plans to propose a subsequent offering of up to NOK 11.5 million to eligible shareholders who did not participate in the private placement, subject to approval at an extraordinary general meeting scheduled for around October 14, 2024.
Ensurge Micropower ASA ha completato con successo un collocamento privato, raccogliendo 75 milioni di NOK tramite l'emissione di 75 milioni di nuove azioni a 1 NOK per azione. Il collocamento, che è stato sovra-sottoscritto, sarà suddiviso in due tranche: Tranche 1 con 61,790,320 azioni e Tranche 2 con 13,209,680 azioni. I proventi finanzieranno un aumento del 25% del personale operativo e investimenti in capitale per migliorare la capacità di produzione. L'azienda prevede ulteriori finanziamenti da accordi di sviluppo congiunto, vendite di batterie e accordi di licenza nei prossimi 3-9 mesi.
In seguito al collocamento, il capitale sociale di Ensurge sarà di 348,613,173 NOK, suddiviso in 697,226,346 azioni. L'azienda prevede di proporre un'offerta successiva fino a 11,5 milioni di NOK per gli azionisti idonei che non hanno partecipato al collocamento privato, soggetto all'approvazione in un'assemblea generale straordinaria programmata per circa 14 ottobre 2024.
Ensurge Micropower ASA ha completado con éxito una colocación privada, recaudando 75 millones de NOK mediante la emisión de 75 millones de nuevas acciones a 1 NOK por acción. La colocación, que fue sobre suscrita, se dividirá en dos tramos: Tramo 1 con 61,790,320 acciones y Tramo 2 con 13,209,680 acciones. Los ingresos financiarán un aumento del 25% en la plantilla operativa y gastos de capital para mejorar la capacidad de producción. La empresa espera financiamiento adicional de acuerdos de desarrollo conjunto, ventas de baterías y acuerdos de licencia en los próximos 3-9 meses.
Después de la colocación, el capital social de Ensurge será de 348,613,173 NOK, dividido en 697,226,346 acciones. La empresa planea proponer una oferta subsiguiente de hasta 11.5 millones de NOK para los accionistas elegibles que no participaron en la colocación privada, sujeta a la aprobación en una reunión general extraordinaria programada para alrededor del 14 de octubre de 2024.
Ensurge Micropower ASA는 성공적으로 사모 배정을 완료하고 7500만 NOK을 새로운 7500만 주의 주식을 NOK 1에 발행하여 모금하였습니다. 이 배정은 초과 신청으로 나뉘어 두 개의 트랜치로 나뉘게 됩니다: 트랜치 1은 61,790,320 주, 트랜치 2는 13,209,680 주입니다. 자금은 운영 인력 25% 증가 및 생산 능력을 강화하기 위한 자본 지출에 사용될 것입니다. 회사는 향후 3~9개월 내에 공동 개발 계약, 배터리 판매 및 라이센스 계약을 통한 추가 자금을 예상하고 있습니다.
이번 배정 이후 Ensurge의 자본금은 348,613,173 NOK로, 697,226,346 주로 나뉘어집니다. 회사는 사모 배정에 참여하지 않은 자격이 있는 주주를 위해 최대 1150만 NOK의 후속 제안을 제안할 계획이며, 이는 2024년 10월 14일경에 열리는 특별 총회에서의 승인을 받을 예정입니다.
Ensurge Micropower ASA a réussi à compléter un placement privé, levant 75 millions de NOK par l'émission de 75 millions de nouvelles actions à 1 NOK par action. Le placement, qui a été sursouscrit, sera divisé en deux tranches : Tranche 1 avec 61,790,320 actions et Tranche 2 avec 13,209,680 actions. Les fonds seront utilisés pour financer une augmentation de 25% du personnel opérationnel et des dépenses d'investissement afin d'améliorer la capacité de production. L'entreprise s'attend à obtenir des financements supplémentaires grâce à des accords de développement conjoint, à des ventes de batteries et à des accords de licence dans les 3 à 9 mois à venir.
Après le placement, le capital social d'Ensurge sera de 348,613,173 NOK, répartis en 697,226,346 actions. La société prévoit de proposer une offre ultérieure pouvant atteindre 11,5 millions de NOK pour les actionnaires éligibles qui n'ont pas participé à la placement privé, sous réserve d'approbation lors d'une assemblée générale extraordinaire prévue autour du 14 octobre 2024.
Ensurge Micropower ASA hat erfolgreich eine Privatplatzierung abgeschlossen und 75 Millionen NOK durch die Ausgabe von 75 Millionen neuen Aktien zu 1 NOK pro Aktie gesammelt. Die Platzierung, die überzeichnet war, wird in zwei Tranchen aufgeteilt: Tranche 1 mit 61,790,320 Aktien und Tranche 2 mit 13,209,680 Aktien. Die Einnahmen werden zur Finanzierung einer 25%igen Erhöhung des Betriebspersonals und für Investitionen in den Ausbau der Produktionskapazität verwendet. Das Unternehmen erwartet in den nächsten 3-9 Monaten zusätzliche Mittel aus Joint Development Agreements, Batterieverkäufen und Lizenzvereinbarungen.
Nach der Platzierung wird das Grundkapital von Ensurge 348,613,173 NOK betragen, aufgeteilt in 697,226,346 Aktien. Das Unternehmen plant, eine nachfolgende Angebot von bis zu 11,5 Millionen NOK für berechtigte Aktionäre, die an der Privatplatzierung nicht teilgenommen haben, vorzuschlagen, vorbehaltlich der Genehmigung auf einer zurzeit für etwa 14. Oktober 2024 geplanten außerordentlichen Hauptversammlung.
- Successfully raised NOK 75 million through oversubscribed private placement
- 25% increase in operations personnel
- Planned ramp-up in capital expenditures for increased production volumes
- Expected additional funding from joint development agreements, battery sales, and license agreements in 3-9 months
- Potential dilution for existing shareholders not participating in the 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.
Reference is made to the stock exchange announcement published earlier today on 19 September 2024 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"), where Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) have acted as joint bookrunners (the "Managers").
The Private Placement has been successfully placed and attracted strong interest and was oversubscribed. The Private Placement will raise gross proceeds to the Company of NOK 75,000,000, through the issue of 75,000,000 new shares (the "Offer Shares") at a price of NOK 1 per Offer Share (the "Offer Price").
The net proceeds from the private placement will be used to fund the Company’s operations covering a
The Private Placement will be divided into two tranches, whereas tranche 1 will consist of 61,790,320 Offer Shares (representing approximately
The Tranche 1 share issue and associated share capital increase has been resolved by the Board pursuant to an authorization to issue new shares granted by the extraordinary general meeting of the Company on 1 July 2024 (the “Authorization”) and is otherwisesubject to the Share Lending Agreement (as defined below) remaining in full force and effect. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement remaining in full force and effect. Further to this, completion of both Tranche 1 and Tranche 2 are subject to the Company resolving to consummate the Private Placement and allocate the Offer Shares. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 for whatever reason is not completed. Investors being allocated shares in the Private Placement undertake to vote in favour of Tranche 2 and any resolution related to a subsequent offering (as further described below) at the EGM. Following completion of the Private Placement, the Company’s share capital will be NOK 348,613,173 divided into 697,226,346 shares, each with a par value of NOK 0.50.
Both Tranche 1 and Tranche 2 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 entered into between the Company, the Manager and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with new shares in the Company to be issued by the Board pursuant to the Authorization. The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 24 September 2024. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 17 October 2024, subject to approval by the EGM.
The Board has considered the 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 propose to carry out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).
The Subsequent Offering
The Board will further call and propose to the EGM, to be scheduled for on or about 14 October 2024, that a subsequent offering of new shares in the Company is carried out at a subscription price per share equal to the Subscription Price in the Private Placement (the "Subsequent Offering"). The maximum amount of the Subsequent Offering would be NOK 11,500,000. The Subsequent Offering would be subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (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. A Subsequent Offering would be directed towards existing shareholders in the Company as of 19 September 2024, 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) did not accept the request to be wall-crossed in the market 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 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 the key information relating to the Subsequent Offering.
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 and Skandinaviska Enskilda Banken AB (publ) are acting as joint bookrunners 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 Managers.
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, 19 September 2024 at 22:15 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 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 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 Managers 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 Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
FAQ
How much did Ensurge Micropower ASA (ENMPY) raise in its recent private placement?
What is the price per share for Ensurge Micropower's (ENMPY) private placement on September 19, 2024?
How many new shares will be issued in Ensurge Micropower's (ENMPY) private placement?
When is the extraordinary general meeting (EGM) for Ensurge Micropower (ENMPY) expected to be held?
