Everfuel A/S ("Everfuel" or the "Company") hereby announces a contemplated private placement to raise gross proceeds of the NOK equivalent of EUR 20 - 30 million (the "Private Placement") by the issuance of new shares in the Company (the "Offer Shares"). The subscription price per Offer Share (the "Subscription Price") will be set by the Company's board of directors (the "Board") on the basis of an accelerated bookbuilding process conducted by the Managers (as defined below).
Reference is made to the stock exchange announcement published by Everfuel on 28 February 2023 regarding the creation of a joint venture (the “JV”) together with Hy24 Clean H2 Infra Fund (“Hy24”) to finance the accelerated development of electrolyser capacity across the Nordics, with plans to invest a total of EUR 200 million in equity in green hydrogen infrastructure.
Everfuel has engaged Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS (the "Managers"), as managers for the Private Placement. The net proceeds from the Private Placement will be used primarily towards upstream activities, hereunder: (i) partly funding the Company’s equity contribution for investments in Agder Hydrogen Hub in Kristiansand, 20 MW electrolyser, expected FID in summer 2023 (project to be transferred to the joint venture between the Company and Hy24 (the “JV”)); (ii) partly funding the Company’s equity contribution for investments in HySynergy Phase II Project, the first 100MW electrolyser, expected FID late 2023 (project to be transferred to the JV); (iii) pursuing and partially funding further R&D, technical development, potential non-organic growth opportunities, continued scale-up of organisation; and (iv) general corporate purposes.
Hy24 Clean H2 Infra Fund (“Hy24”) has committed to subscribe for, and will be allocated, Offer Shares corresponding to the NOK equivalent of EUR 10 million at the price determined through the accelerated bookbuilding process (the “Offer Price”). In addition, BNP Paribas Asset Management Energy Transition Fund has pre-committed to subscribe for, and will be allocated, the NOK equivalent of EUR 2 million at the Subscription Price.
In connection with the Private Placement, Everfuel provides the following update on key developments in the fourth quarter of 2022. Preliminary fourth quarter revenue was approximately EUR 1.0 million and EBITDA was approximately negative EUR 3.2 million. The preliminary cash flow from operations in the period was approximately EUR 3.6 million due to working capital changes, while investments amounted to approximately EUR 12.4 million, mainly reflecting investments in HySynergy Phase 1. The cash position at 31 December 2022 was EUR 31.9 million. Please note that these are preliminary and unaudited figures subject to completion of the final accounts for the quarter and full year 2022.
During the fourth quarter and into 2023, Everfuel has incurred additional costs related to the completion and commissioning of HySynergy Phase 1 and preparations for the next development phase. The current investment budget for all activities at HySynergy which is transferred to the JV is approximately EUR 43 million (see table below). This reflects both cost increases and scope expansions such as heat recovery system, distribution centre and Phase II preparation, and is therefore not directly comparable to the approximately EUR 29 million communicated in November. The JV agreement with Hy24 reflects these adjustments.
TIMELINE AND DETAILED TERMS FOR THE PLANNED PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences today, on 9 March 2023 at 16:30 hours CET, and is expected to close on 10 March 2023 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion to close or extend the bookbuilding and application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding and application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Subscription Price and the number of Offer Shares to be issued in the Private Placement will be determined by the Board, in consultation with the Managers, following completion of the bookbuilding process.
The allocation will be made in the sole discretion of the Board after consultation with the Managers. Allocation will be based on criteria such as (but not limited to) existing ownership, pre-commitment, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company and the Managers further reserve the right, in their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated Offer Shares, except for the pre-commitments received.
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 amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement of the Private Placement is expected to be on or about 14 March 2023. The allocated shares will be delivered to the applicant’s account with Euronext Securities Oslo, the Norwegian Central Securities Depository (the "VPS"), on a delivery versus payment (“DVP”) basis as soon as practicable after full payment has been received and the Conditions (as defined below) have been met. DVP settlement in the Private Placement is expected to be facilitated through a pre-funding agreement between the Company and Sparebank 1 Markets AS.
Completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) the necessary corporate resolutions required to consummate the Private Placement being made, including the resolution of the Board to issue and allocate the Offer Shares and complete the Private Placement pursuant to an authorisation to the Board granted by the Company’s general meeting in Article 6 of the Company's Articles of Association, (ii) registration of the share capital increase pertaining to the issuance of the Offer Shares with the Danish Business Authority (Erhvervsstyrelsen) (the “DBA”), and (iii) the Offer Shares having been validly issued and registered with the VPS (together, the "Conditions").
POTENTIAL SUBSEQUENT OFFERING
In accordance with Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and Norwegian market practice, subject to completion of the Private Placement, the Board may consider a subsequent offering of new shares (the “Subsequent Offering”) towards shareholders of the Company as of close of trading on 9 March 2023, as recorded in the VPS on 13 March 2023, who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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 (“Eligible Shareholders”).
Whether a Subsequent Offering will be proposed will inter alia depend on the results of the Private Placement and the subsequent development of the Company's shares price. If proposed, the Subsequent Offering may be required to be approved by the shareholders at an extraordinary general meeting.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Danish Companies Act, the rules on equal treatment under Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue.
The Subscription Price will be set on the basis of a publicly announced bookbuilding process and thus reflecting market pricing of the shares.
Further, the Subsequent Offering, if implemented, will secure that Eligible Shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
On this basis, and based on an assessment of the current equity capital markets, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS are acting as managers (the “Managers”) for the Private Placement and the potential Subsequent Offering. Advokatfirmaet Thommessen AS and Advokatfirmaet Kromann Reumert are acting as legal advisors to the Company, and Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.