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.