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.
Scanship Holding ASA ("Scanship" or the "Company") has retained Carnegie AS, DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS as Joint Bookrunners (together the "Managers") to advise on and effect a private placement of new shares directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions, after the close of Oslo Stock Exchange today (the "Private Placement").
In the Private Placement, the Company is offering up to 6.5 million new shares, representing up to approximately 6.5 % of the outstanding capital of the Company. The subscription price in the Private Placement will be determined by the Company's Board of Directors through an accelerated bookbuilding process. The minimum subscription and allocation amount has been set to the NOK equivalent of EUR 100,000. 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 applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The net proceeds of 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 bookbuilding period for the Private Placement commences today at 16:30 CET and closes on 7 November 2019 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and for any reason on short notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
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 the 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 subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Company's Board of Directors pursuant to an authorization granted at the Company's extraordinary general meeting held 2 October 2019.
Ingerø Reiten Investment Company AS (IRIC) has committed to a subscription of NOK 50 million. In addition, CDO Asgeir Wien, through Daler Inn Limited, will subscribe for 100,000 Offer Shares and COO Jonny Hansen, through Exproco Limited, will subscribe for EUR 100,000. In addition Olivier Lepez, CEO in Etia, will subscribe for 50 000 shares and Philippe Sajet, COO in Etia, will subscribe for 50 000 shares.
The Company will announce the final number of shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 7 November 2019. The payment date for the new shares is expected to be on or about 11 November 2019. Completion of the Private Placement is subject to final approval by the Board.
The allocation of the new shares in the Private Placement will be determined at the end of the bookbuilding process. The final allocation will be made at the sole discretion of the Company's Board of Directors in consultation with the Managers. Notification of allotment will be sent to the applicants by the Managers on or about 7 November 2019, subject to any shortenings or extensions of the bookbuilding period.
The Company's Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The Board of Directors concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion of the share issue. The Private Placement will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail, and it will also broaden the shareholder base to the benefit of the shareholders and the Company. 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 will be deviated from.
Contact information to the Managers:
Carnegie: + 47 22 00 93 40, DNB Markets: + 47 24 16 92 25, Sparebank1 Markets: + 47 24 14 74 70
For additional information, please contact:
Henrik Badin - CEO Erik Magelssen - CFO
Scanship Holding ASA Scanship Holding ASA
Tel: + 47 90 78 98 25 + 47 92 88 87 28
Email: henrik.badin@scanship.noerik.magelssen@scanship.no
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.
Important information:
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.
