ENSURGE MICROPOWER ASA: CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA,
JAPAN, HONG KONG OR THE UNITED STATES OF AMERICA (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA) (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 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. 50% of the Private Placement Warrants will be exercisable on
30 June 2022 and the remaining 50% will be exercisable on 30
November 2022. The Board will propose a reverse share split to be
effected simultaneously with or shortly after the issue of Tranche
2, the proposed ratio of which will be determined by the Board. The
proposed reverse share split remains subject to approval by the
general meeting of the shareholders. The number of Private
Placement Warrants would be adjusted in accordance with the reverse
share split ratio.
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 5.0% annualized interest rate for the
share lending period.
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.
AdvisorsPareto 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 RelationsE-mail:
stale.bjornstad@ensurge.com
(mailto:stale.bjornstad@ensurge.com)Phone: +47 99 16 76 72
Kevin Barber - Chief Executive OfficerE-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.
Ensurge Micropower Asa (LSE:0JI9)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ensurge Micropower Asa (LSE:0JI9)
Historical Stock Chart
From Jul 2023 to Jul 2024