Scanship Holding ASA : Completed private placement and primary insider notification
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Reference is made to the stock exchange release from Scanship Holding ASA ("Scanship" or the "Company") published on 6 November 2019 regarding a contemplated private placement.
The Company is pleased to announce that it has raised approximately NOK 107 million in gross proceeds through a private placement of 6 500 000 new shares, at a subscription price per share of NOK 16.50 (the "Private Placement"). The Private Placement, which was multiple times oversubscribed, took place through an accelerated bookbuilding process managed by Carnegie, DNB Markets, and SpareBank 1 Markets acting as Joint Bookrunners (together the "Managers") after close of Oslo Stock Exchange on 6 November 2019.
The net proceeds from the Private Placement will be used to accelerate the Company's growth within landbased products and services, with a focus on (i) plastic waste handling, (ii) the European biogas market, and (iii) metallurgic applications of biocoke from pyrolysis.
The Company’s Board of Directors is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Stock Exchange's Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; and (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.
Notification of allotment of the new shares in the Private Placement and payment instructions is expected to be sent to the applicants through a notification from the Managers on 7 November 2019. The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange pursuant to a share lending agreement between SpareBank 1 Markets AS (on behalf of the Managers), the Company and Ingerø Reiten Investment Company AS. The shares delivered to the investors will thus be tradable upon allocation. The Company’s Board of Directors has resolved to issue 6 500 000 new shares in the Private Placement pursuant to an authorization to increase the share capital, granted by the general meeting on 2 October 2019. Following registration of the new share capital pertaining to the Private Placement, the Company will have 106 563 566 shares outstanding, each with a par value of NOK 0.10.
The following primary insiders subscribed for and were allocated shares in the Private Placement:
Ingerø Reiten Investment Company AS represented on the Board of Directors by Narve Reiten and Bård Brath Ingerø, was allocated 2 125 000 Offer Shares in the Private Placement. Ingerø Reiten Investment Company AS will hold 32 345 000 shares in the Company, corresponding to approximately 30.4 % of the share capital following registration of the Offer Shares.
Chief Development Officer Asgeir Wien, through Daler Inn Limited, was allocated 100 000 Offer Shares in the Private Placement. Asgeir Wien, through Daler Inn Limited, will hold 10 600 000 shares in the Company, corresponding to approximately 9.95 % of the share capital following registration of the Offer Shares.
Chief Operating Officer Jonny Hansen, through Exproco Limited, was allocated 60 000 Offer Shares in the Private Placement. Jonny Hansen, through Exproco Limited, will hold 10 560 000 shares in the Company, corresponding to approximately 9.91 % of the share capital following registration of the Offer Shares.
In addition, CEO in Etia, Olivier Lepez, and COO in Etia, Philippe Sajet, have been allocated 50 000 Offer Shares each in the Private Placement, and Olivier Lepez will hold 1 707 548 shares in the Company (partly through LCFI Sarl), and Philippe Sajet will hold 1 707 548 shares in the Company (partly through SCFI Sarl).
For additional information, please contact:
ABOUT SCANSHIP HOLDING ASA
In Scanship and our subsidiary Etia we are passionate about preventing pollution. Our world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries.
Cruise ships on every ocean have Scanship technology inside which processes waste and purifies wastewater. Fish farmers are adopting similar solutions, and public utilities and industries use our solutions for sludge processing, waste management and biogas production on land.
Our ambitions go further than this. With our advanced technologies and solutions, we turn waste into biogenetic fuels to help decarbonize industry and convert plastic waste into fuel, clean energy and high-value pyrocarbon.
Our solutions are scalable, standardized, patented and thoroughly documented, and our capability to deliver is well proven. They are key to end waste and stop pollution.
Located in Oslo, the parent company Scanship Holding ASA is listed on the Oslo Stock Exchange (ticker SSHIP). In 2018 the Scanship group and Etia had combined annual revenues of NOK 430 million and 120 employees in Norway, France and the US.
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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