Energeia AS (“Energeia” or the “Company”), a private limited company incorporated under the laws of Norway has engaged Fearnley Securities AS and Norne Securities AS as joint global coordinators and joint bookrunners (together the “Managers”) to advise on and effect a contemplated private placement to raise gross proceeds of NOK 90 million (the “Private Placement”) and admission to trading of the Company’s shares on Euronext Growth Oslo (the “Admission”).
Energeia was founded in June 2010, with development, operation and ownership of solar PV power plants as its main activity. The Company has purchased, operated, sold, developed and owned solar PV power plants for 12 years. Energeia is headquartered in Oslo, Norway, and as of the date hereof has 14 employees located in Norway, the Netherlands and Italy.
The Company currently owns one operational solar PV power plant in the Netherlands, with an installed capacity of 12 MW, and two smaller power plants in Myanmar with an installed capacity of 311 kW and an annual production of approximately 430-470 MWh. Additionally, the Company, manages four operational solar power plants in Italy on behalf of EAM Solar ASA.
The Private Placement:
The Private Placement will consist of a share issue with gross proceeds of up to NOK 90 million through the issuance of up to 36,730,559 new shares in the Company (the “New Shares”). The price per share in the Private Placement has been set to NOK 2.475 (the “Subscription Price”), equivalent to a pre-money equity value of the Company of approximately NOK 200 million based on the 80,815,312 shares currently outstanding in the Company. In addition, the Managers may elect to over-allot up to 3,677,097 additional existing shares for gross proceeds of up to approximately NOK 10 million (the "Additional Shares" and together with the New Shares, the "Offer Shares"), representing approximately 10% of the offering size in the Private Placement pursuant to an over-allotment option (the "Over-Allotment Option").
The Company intends to use the net proceeds from the Private Placement (i) to acquire the Dutch O&M companies ASN for approximately NOK 50 million (subject to certain conditions being fulfilled); (ii) to repay a shareholder loan to Jakobsen Energia AS of approx. NOK 10 million and net debt to EAM Solar ASA of approx. NOK 14 million; and (iii) for additional project developments and general corporate purposes.
The application period for the Private Placement will commence on Monday 5 December 2022 at 09:00 CET and close on Tuesday 6 December 2022 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is currently expected to be on or about 13 December 2022.
Furthermore, Eidsiva Vekst AS and Obligo Nordic Climate Impact Fund III AB (the “Cornerstone Investors”) have, subject to certain customary terms and conditions, pre-committed to subscribe for up to NOK 50 million each in the Private Placement and will be given preferential allocation in the Private Placement.
Existing shareholder of the Company, Jakobsen Energia AS, (the "Share Lender") have granted Fearnley Securities AS, on behalf of the Managers (the "Stabilisation Manager"), an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. In conjunction with the Over-Allotment Option, the Company has also granted the Stabilisation Manager an option (the "Greenshoe Option") to subscribe and have issued, at the Offer Price, a number of new shares up to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo.
The Company, certain large shareholders (Sundt AS), and members of the Company's management have entered into customary lock-up arrangements with the Managers that restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and large existing shareholders, and 12 months for the management, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Managers.
The Private Placement will be directed towards Norwegian and international investors subject to, in each case, applicable exemptions from relevant prospectus, filing and registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 as amended (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Completion of the Private Placement is subject to the following conditions (the “Conditions”) being met: (i) all the corporate resolutions of the Company required to implement the Private Placement being validly made, including the Board of Directors of the Company resolving to consummate the Private Placement on the basis of the board authorisation to issue new shares granted by the extraordinary general meeting of the Company held on 2 December 2022, (ii) the placing agreement between the Company, the Share Lender and the Managers (the “Placing Agreement”) being in full force and effect and the Company and the Share Lender having complied with the terms and conditions of the Placing Agreement in all material respects, and (iii) payment in full of the Offer Shares, (iv) the board authorisation and the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises, and (v) the Oslo Stock Exchange approving the Company’s application for listing of its shares on Euronext Growth Oslo.
The Private Placement may be cancelled if the Conditions are not fulfilled. The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason.
Further announcements relating to the Private Placement and Admission will be made in due course.
Fearnley Securities AS and Norne Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Energeia, while Advokatfirmaet Grette AS is acting as legal counsel to the Managers.