Ensurge Micropower ASA - Private Placement successfully placed
Ensurge Micropower ASA has successfully completed a private placement, raising NOK 40 million through the issuance of 40 million new shares at NOK 1.00 per share. The net proceeds will fund company operations and general corporate purposes.
The Board has also resolved to propose granting investors one warrant for every two new shares allocated. Each warrant will allow subscription of one new share at the same price, exercisable from September 26 to October 10, 2025. The warrants will be transferable but not traded on Oslo Børs.
Following the private placement, the company's share capital will be NOK 370,114,738.50, divided into 740,229,477 shares. Settlement is expected around January 23, 2025. The Board deemed the private placement compliant with equal treatment obligations, citing the 19.4% premium to market price and public bookbuilding process as reasons for not conducting a subsequent offering.
Ensurge Micropower ASA ha completato con successo un collocamento privato, raccogliendo NOK 40 milioni attraverso l'emissione di 40 milioni di nuove azioni a NOK 1,00 per azione. I proventi netti finanzieranno le operazioni aziendali e le esigenze generali della società.
Il Consiglio ha anche deciso di proporre di concedere agli investitori un'opzione per ogni due nuove azioni allocate. Ogni opzione consentirà l'acquisto di una nuova azione allo stesso prezzo, esercitabile dal 26 settembre al 10 ottobre 2025. Le opzioni saranno trasferibili ma non negoziabili su Oslo Børs.
Dopo il collocamento privato, il capitale sociale della società sarà di NOK 370.114.738,50, suddiviso in 740.229.477 azioni. Il regolamento è previsto intorno al 23 gennaio 2025. Il Consiglio ha ritenuto il collocamento privato conforme agli obblighi di trattamento equo, citando il premio del 19,4% rispetto al prezzo di mercato e il processo di bookbuilding pubblico come motivi per non effettuare un'offerta successiva.
Ensurge Micropower ASA ha completado con éxito una colocación privada, recaudando NOK 40 millones a través de la emisión de 40 millones de nuevas acciones a NOK 1.00 por acción. Los ingresos netos financiarán las operaciones de la empresa y los propósitos corporativos generales.
La Junta también ha decidido proponer otorgar a los inversores una garantía por cada dos nuevas acciones asignadas. Cada garantía permitirá la suscripción de una nueva acción al mismo precio, ejercitable del 26 de septiembre al 10 de octubre de 2025. Las garantías serán transferibles pero no se negociarán en Oslo Børs.
Después de la colocación privada, el capital social de la empresa será de NOK 370.114.738,50, dividido en 740.229.477 acciones. Se espera que el asentamiento ocurra alrededor del 23 de enero de 2025. La Junta consideró que la colocación privada cumplía con las obligaciones de trato equitativo, citando la prima del 19.4% sobre el precio de mercado y el proceso de bookbuilding público como razones para no realizar una oferta posterior.
Ensurge Micropower ASA는 성공적으로 사모Placement를 완료하고, NOK 4천만을 조달했습니다. 이는 주당 NOK 1.00에 4천만 주의 새로운 주식을 발행하여 이루어진 것입니다. 순수익은 회사 운영 및 일반 사업 목적에 사용됩니다.
이사회는 또한 투자자들에게 새로 배분된 두 주식마다 하나의 워런트를 부여하는 것을 제안하기로 결의했습니다. 각 워런트는 동일한 가격으로 하나의 새 주식을 구독할 수 있도록 하며, 2025년 9월 26일부터 10월 10일까지 행사할 수 있습니다. 워런트는 양도 가능하지만 Oslo Børs에서는 거래되지 않습니다.
사모Placement 이후 회사의 자본금은 NOK 370,114,738.50이 될 것이며, 이는 740,229,477주로 나누어집니다. 결제는 2025년 1월 23일경에 예상됩니다. 이사회는 사모Placement가 동등한 대우 의무에 부합한다고 판단하며, 시장 가격에 대한 19.4%의 프리미엄과 공개 북빌딩 과정을 이유로 후속 제공을 실시하지 않기로 했습니다.
Ensurge Micropower ASA a réussi à finaliser une placement privé, levant NOK 40 millions par l'émission de 40 millions de nouvelles actions au prix de NOK 1,00 par action. Les produits nets serviront à financer les opérations de l'entreprise et les besoins généraux de l'entreprise.
Le Conseil a également résolu de proposer de donner aux investisseurs un bon de souscription pour chaque deux nouvelles actions allouées. Chaque bon de souscription permettra de souscrire une nouvelle action au même prix, exerçable du 26 septembre au 10 octobre 2025. Les bons de souscription seront transférables mais ne seront pas négociés sur l'Oslo Børs.
Suite au placement privé, le capital social de l'entreprise sera de NOK 370.114.738,50, réparti en 740.229.477 actions. Le règlement est prévu autour du 23 janvier 2025. Le Conseil a jugé que le placement privé respectait les obligations de traitement équitable, citant une prime de 19,4 % par rapport au prix du marché et un processus de livre public comme raisons pour ne pas réaliser d'offre subséquente.
Ensurge Micropower ASA hat erfolgreich eine Privatplatzierung abgeschlossen und NOK 40 Millionen durch die Ausgabe von 40 Millionen neuen Aktien zu einem Preis von NOK 1,00 pro Aktie gesammelt. Die Nettomittel werden zur Finanzierung der Unternehmensoperationen und allgemeiner Unternehmenszwecke verwendet.
Der Vorstand hat auch beschlossen, den Anlegern ein Warrant für jede zwei neuen zugewiesenen Aktien anzubieten. Jedes Warrant ermöglicht die Zeichnung einer neuen Aktie zum selben Preis und kann vom 26. September bis zum 10. Oktober 2025 ausgeübt werden. Die Warrants sind übertragbar, aber nicht an der Oslo Børs handelbar.
Nach der Privatplatzierung wird das Aktienkapital des Unternehmens NOK 370.114.738,50 betragen, verteilt auf 740.229.477 Aktien. Die Abrechnung wird für den 23. Januar 2025 erwartet. Der Vorstand hat die Privatplatzierung als compliant mit den Gleichbehandlungsverpflichtungen beurteilt und angeführt, dass 19,4% Aufschlag auf den Marktpreis und den öffentlichen Bookbuilding-Prozess die Gründe sind, warum keine nachfolgende Angebot durchgeführt wurde.
- Successful raising of NOK 40 million in new capital
- Share price premium of 19.4% above market price
- Additional upside potential through warrant issuance
- Dilution of existing shareholders
- No subsequent offering planned for existing shareholders
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 20 January 2025 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "New Shares"), where Arctic Securities AS has acted as manager and bookrunner (the "Manager").
The Private Placement has been successfully completed, raising gross proceeds to the Company of NOK 40,000,000, through the issuance of 40,000,000 New Shares at a subscription price per New Share of NOK 1.00 (the "Offer Price").
The net proceeds from the Private Placement will be used to fund the Company's operations, and for general corporate purposes.
The share capital increase associated with the Private Placement has been resolved by the board of directors (the “Board”) pursuant to an authorization by the Company's general meeting held on 14 October 2024 (the "Authorization"). Completion of the Private Placement is otherwise subject to the Share Lending Agreement (as defined below) remaining in full force and effect. In addition, the Board has resolved to propose to grant the investors in the Private Placement one (1) warrant (Nw.: frittstående tegningsrett) for every two (2) New Shares allocated to them in the Private Placement (the "Warrants"). The Warrants are transferable but will not be admitted to trading on Oslo Børs. Each Warrant will be free of charge and give the right to subscribe for one new share in the Company at the same exercise price as the Offer Price. The Warrants may be exercised from 26 September 2025 at 09:00 (CEST) to 10 October 2025 at 16:30 (CEST) (the "Exercise Period"). Following expiry of the Exercise Period, all Warrants not exercised will lapse without compensation. Completion of the Private Placement through delivery of the New Shares is not conditional upon the Warrants being issued and subscription of the New Shares will remain final and binding and cannot be revoked, cancelled or terminated by applicants if the Warrants are not issued. Issuance of the Warrants is subject to approval by the Company's extraordinary general meeting, which is expected to be held on or about 11 February 2025 (the "EGM").
Following completion of the Private Placement, the Company's share capital will be NOK 370,114,738.50 divided into 740,229,477 shares, each with a par value of NOK 0.50.
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 entered into between the Company, the Manager and certain existing shareholders (the "Share Lending Agreement"). The Share Lending Agreement will be settled with the new shares in the Company issued by the Board pursuant to the Authorization (as described above). Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 23 January 2025.
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 is in compliance with these requirements. The Board holds the view that it is 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. The private placement has enabled the Company to raise capital in an efficient manner, and it has been structured to ensure that a market-based subscription price was achieved.
Taking into consideration that the Private Placement was completed with a subscription price representing a premium of
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, 20 January 2025 at 22:00 (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 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
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