Capsol Technologies Launches private placement of NOK 75 – 100 million

Source: www.gulfoilandgas.com 2/14/2024, Location: Europe

Capsol Technologies ASA (“Capsol” or the “Company”) hereby announces a contemplated private placement (the "Private Placement") of 6,000,000 - 8,000,000 new ordinary shares in the Company, each with a nominal value of NOK 0.5 (the “Offer Shares”), to raise gross proceeds of approx. NOK 75 - 100 million (the “Offer Size”). The Company has appointed Pareto Securities AS and SpareBank 1 Markets AS as joint lead managers and joint bookrunners in the Private Placement (together the "Managers"). The subscription price per Offer Share in the Private Placement will be at a fixed price of NOK 12.60 (the "Offer Price").

The Offer Price is approximately equal to the volume weighted average price per share over the previous 30 trading days ending on 9 February 2024, and has been determined by the Company's board of directors (the "Board") in discussions with the Managers following a pre-sounding of the Private Placement.

The Managers have, during the pre-sounding phase of the Private Placement, received pre-commitments and indications from certain primary insiders, existing shareholders and new investors (please see below) which in aggregate cover the low end of the Offer Size range at the Offer Price in the Private Placement (i.e. more than NOK 75 million).

The net proceeds to the Company from the Private Placement will go towards financing strategic initiatives within new markets, new solutions and new revenue streams, specifically; (i) establishing and running an operation in the United States, (ii) technical and commercial development of the CapsolGT® solution for carbon capture from gas turbines and (iii) expanding the CapsolGo® mobile demonstration program.

Munters, the Swedish listed supplier of climate solutions, has subject to the Conditions below, pre-committed to subscribe for, and will be allocated, the NOK equivalent of EUR 2 million in the Private Placement. Certain primary insiders in the Company have collectively pre-committed to subscribe for, and will be allocated, approx. NOK 3 million in the Private Placement: NOK 200,000 from the incoming CEO, NOK 200,000 from the current CEO, NOK 200,000 from the CFO, NOK 700,000 from the CMO, NOK 800,000 from the CCO, NOK 100,000 from the chairman of the Board and NOK 775,000 collectively from other members of the Board. In addition, certain existing shareholders and new investors have collectively indicated that they will subscribe for approx. NOK 70 million in the Private Placement.

Application period
The application period in the Private Placement will commence today, on 14 February 2024, at 09:00 CET, and is expected to close on 16 February 2024 at 16:30 CET (the "Application Period"). The Company may shorten or extend the Application Period at any time and for any reason on short, or without, notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.

Allocation
The Offer Size and the allocation of Offer Shares will be determined by the Board in consultation with the Managers after completion of the Application Period, however so that the pre-committing investors, including Munters, will receive full allocation. Allocation will be based on criteria such as (but not limited to) pre-commitments and indications (please see above), existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.

Notification of allocation and payment instruction is expected to be sent by the Managers on or about 19 February 2024.

Selling restrictions
The Private Placement will be made by the Company to Norwegian and international investors subject to applicable exemptions from relevant prospectus, filing and other registration requirements and in accordance with Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations as amended (the "EU Prospectus Regulation ") and the Norwegian Securities Trading Act of 2007, and is directed towards investors subject to available exemptions from relevant 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, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.

The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000 per investor. However, the Company may offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent applicable exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the EU Prospectus Regulation, are available.

Lock-ups
Members of the Company's Board and management have undertaken a six-month lock-up on customary terms and conditions. Additionally, the Company's largest shareholder Rederiaktieselskapet Skrim AS (with approx. 17.8% of the shares currently outstanding) has undertaken a six-month lock-up on customary terms and conditions.

Settlement
The payment and delivery date for the Private Placement is expected to be on or about 21 February 2024, subject to any shortening or extensions of the Application Period and fulfilment of the Conditions. Delivery of the Offer Shares is expected to be made on a delivery-versus-payment ("DVP") basis facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Euronext Growth Oslo, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Managers and Rederiaktieselskapet Skrim. The Offer Shares will thus be tradable on Euronext Growth Oslo immediately after the notification of allocation. The Managers will settle the Share Lending Agreement with new shares in the Company to be issued by the Board pursuant to an authorization to increase the share capital in the Company in connection with the Private Placement.

Conditions for completion
Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorization to increase the share capital in the Company granted by the Company’s ordinary general meeting held on 24 May 2023, and (ii) the Share Lending Agreement remaining in full force and effect (jointly the “Conditions”).

The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to notification of allocation. 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 for such cancellation or modification.

Dilutive instruments
The Company has 4,885,500 options outstanding. Of the total, 3,857,500 options are in-the-money with a weighted average strike price of NOK 10.32 and 1,028,000 options are out-of-the-money with a weighted average strike price of NOK 14.36. Of the total, 2,170,833 are vested, and the remaining 2,714,667 will vest at different intervals over the next three years. All options expire three years after the vesting date for the option. The incoming CEO will be granted 850,000 options when she assumes her duties (expected on or about 15 February 2024).

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 carefully considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited 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 Board is of the view that it will be in the common interest of the Company and its shareholders to deviate from the shareholders' pre-emptive right as proposed through the Private Placement, particularly in light of the current market conditions. In reaching this conclusion, the Board, among other, emphasised that:

The share issuance is 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 without the significant discount to the trading price compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated book building process.

The Company has conducted an investor pre-sounding process with investors to obtain the best possible terms for the Private Placement. The Offer Price was determined by the Board in discussions with the Managers following a pre-sounding of the Private Placement with certain investors who made pre-commitments in the Private Placement.

The shares in the Company are liquid, so shares are expected to be available in the market for shareholders whose ownership percentage is diluted by the Private Placement and who do not wish to be diluted.

Legal advisors
CMS Kluge Advokatfirma AS acts as legal counsel to the Company, and Wikborg Rein Advokatfirma AS acts as legal counsel to the Managers in connection with the Private Placement.


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