Valen, 3 October 2024: Eqva ASA (the "Company") has engaged Clarksons Securities
AS and Fearnley Securities AS as joint managers and bookrunners (the "Managers")
to advise on and effect a contemplated private placement of new shares directed
towards Norwegian and international investors after the close of trading on
Euronext Oslo Børs today (the "Private Placement").
In the Private Placement, the Company is offering a number of new shares (the
"Offer Shares") to raise gross proceeds of between minimum NOK 15 and maximum 25
million. The subscription price per Offer Share will be NOK 4.80 (the "Offer
Price") and the number of Offer Shares to be issued will be determined by the
board of directors of the Company (the "Board") on the basis of an accelerated
bookbuilding process conducted by the Managers.
The Company intends to use the net proceeds from the Private Placement towards
business expansion through cash components in M&A transactions involving
companies that fit into its strategic focus, repayment of shareholder loans with
up to approximately NOK 2.5 million, and for general corporate purposes. The
Company is continuously looking at smaller and medium-size expansion
opportunities and intends to primarily use the proceeds both for identified and
future transactions.
Certain new investors and existing shareholders in the Company (the
"Underwriters") have, subject to certain conditions, agreed to underwrite an
underwriting amount covering the minimum amount in the Private Placement,
pursuant to certain underwriting agreements with the Company and the Managers
(the "Underwriting Agreements") for the following aggregated amounts (the
"Underwriting Commitments"): MCE Holding AS (represented by its CEO Morten
Christoffer Egge) for NOK 11.75 million, Nintor AS (close associate of Tore
Thorkildsen, board member of the Company) for NOK 1.25 million, Neve Eiendom AS
(close associate of Even Matre Ellingsen, the Company's CEO) for NOK 250,000,
South Valley Invest AS (close associate of Petter Sørdahl, the Company's CFO)
for NOK 500,000, as well as ILG AS (represented by its CEO Gudmund Øvrehus) for
NOK 1.25 million, Wieco AS for NOK 2 million and MP Pensjon for NOK 1.2 million.
The Underwriters will receive an underwriting commission equal to 4% of the
underwritten amount of the Underwriting Commitments. Pursuant to the
Underwriting Agreements, the Underwriters will subscribe a number of Offer
Shares corresponding up to the underwritten amount to the extent not subscribed
and allocated in the Private Placement.
The bookbuilding period for the Private Placement will start today, 3 October
2024 at 16:30 (CEST) and close on or before 4 October 2024 at 08:00 (CEST) (the
"Bookbuilding Period"). The Company together with the Managers reserves the
right, at their own discretion, to extend or shorten the Bookbuilding Period at
any time and for any reasons on short or without notice. If the Bookbuilding
Period is shortened or extended, the other dates referred to herein may be
amended accordingly.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount have been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate shares corresponding to
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017 on the prospectus to be published
when securities are offered to the public as implemented in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and other applicable
regulations are available.
Allocations of Offer Shares will be made at the sole discretion of the Board
after consultation with the Managers. Allocation will be based on criteria such
as (but not limited to) pre-commitment, existing ownership, indications provided
during pre-sounding, timeliness of the application, relative order size, sector
knowledge, perceived investor quality and investment horizon. There is no
guarantee that any potential investor will be allocated shares. The Company may,
at its sole discretion, set a maximum allocation to any applicant as well as
reject or reduce any application in whole or in part. Allotment of Offer Shares
totalling a lower amount than applied for does not affect any applicant's
obligation to subscribe and pay for the Offer Shares allotted.
Notification of allotment and payment instruction (the "Notification") will be
sent to the applicant by the Managers on or about 4 October 2024, subject to any
shortening or extensions of the Bookbuilding Period.
Settlement of the Offer Shares to the investors in the Private Placement, other
than to Nintor AS, is expected to take place on or about 8 October 2024 on a
delivery versus payment ("DvP") basis by delivery of existing and unencumbered
shares in the Company already admitted to trading on Euronext Oslo Børs to be
borrowed from Nintor AS (the "Share Lender"), pursuant to a share lending
agreement entered into between the Company, the Managers and the Share Lender
(the "Share Lending Agreement"). The Offer Shares delivered to applicants will
thus be tradable from allocation. Clarksons Securities AS (on behalf of the
Managers) will settle the share loan with new shares in the Company to be
resolved issued by the Board pursuant to an authorisation to increase the share
capital of the Company granted by the Company's annual general meeting on 27
June 2024 (the "Board Authorisation"). Delivery of the Offer Shares allocated to
the Share Lender (the "Remaining Shares") will be made by issuance of new shares
pursuant to the Board Authorization and delivery will be made as soon as
possible after registration of the share capital increase pertaining to the
issue of the Remaining Shares in the Norwegian Register of Business Enterprises
("NRBE") and the issue and registration of the Remaining Shares in the VPS. The
Remaining Shares cannot be traded on Euronext Oslo Børs before the share capital
increase pertaining to the issuance of the Remaining Shares has been registered
with the NRBE.
Completion of the Private Placement, by delivery of Offer Shares to investors,
is subject to customary conditions (together, the "Conditions") being satisfied:
(i) all necessary corporate resolutions being validly made by the Company,
including (without limitation) the Board resolving to consummate the Private
Placement and issue and allocate and issue the Offer Shares pursuant to the
Board Authorisation, and (ii) the Share Lending Agreement remaining unmodified
and in full force and effect. Delivery of Offer Shares allocated to the Share
Lender (the "Remaining Shares") is in addition to being subject to the
Conditions also conditional upon the share capital increase pertaining to the
issuance of the Remaining Shares being validly registered with the NRBE and the
allocated Remaining Shares being validly issued and registered in the VPS.
The Company will announce the number of Offer Shares to be issued and allocated
in the Private Placement through a stock exchange notice expected to be
published before opening of the trading on Euronext Oslo Børs on 4 October 2024.
The Private Placement may be cancelled if the Conditions are not fulfilled, and
the Company, in consultation with the Managers, 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 of Offer Shares. Neither the Company nor the
Managers, or any of their respective directors, officers, employees,
representatives or advisors, will be liable for any losses if the Private
Placement is cancelled and/or modified, irrespective of the reason for such
cancellation of modification.
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 Norwegian Private Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies listed on Euronext Oslo Børs and Euronext Oslo Børs' Guidelines on the
rule of equal treatment.
The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a private placement, in particular
because the Private Placement enables the Company to fund business expansion
through cash components in M&A transactions involving companies that fit into
its strategic focus, and for general corporate purposes. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement is based on a publicly announced
accelerated bookbuilding process. Further, the Subsequent Offering (as defined
below), 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 the Board has considered the
proposed transaction structure to be in the common interest of the Company and
its shareholders.
The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent repair offering of new
shares (the "Subsequent Offering"). Any Subsequent Offering will, subject to
applicable securities law, be directed towards existing shareholders in the
Company as of 3 October 2024 (as registered in the VPS two trading days
thereafter), who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) 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. If carried out, the size and structure of the
Subsequent Offering shall be in line with market practice. The Company reserves
the right in its sole discretion to not conduct or cancel the Subsequent
Offering. The Company will issue a separate stock exchange announcement with
further details on the Subsequent Offering if and when finally resolved.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
For further information, please contact:
Even Matre Ellingsen, CEO
Phone: +47 990 05 500
Petter Sørdahl, CFO
Phone: +47 917 56 147
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Ask Haukaas, business developer in Eqva
ASA, at the time and date stated above in this announcement.
About Eqva ASA
Eqva ASA is a knowledge-based active owner of engineering, construction and
service companies that contribute to the green transition in maritime, power
intensive and renewable industries.
The group has a well-diversified product and market portfolio, and further
growth will be established through a combination of company-based development,
utilization of synergies between the companies in the group as well as
value-creating M&A activities.
Key companies in the group are BKS and Fossberg Kraft, each building on decades
of experience and widely recognized by clients in a broad range of industries.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned in this
announcement will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the US Securities Act.
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 as amended (together with
any applicable implementing measures in any Member State). This communication is
only being distributed to and is only directed at persons in the United Kingdom
that are (i) 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) high net worth entities, and other persons to whom
this announcement may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as "relevant
persons").
This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only for 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.
Matters discussed in this announcement may constitute or include certain
forward-looking statements. Forward-looking statements are statements that are
not historical facts and may include, without limitation, any statements
preceded by, followed by or including words such as "aims", "anticipates",
"believes", "can have", "continues", "could", "estimates", "expects", "intends",
"likely", "may", "plans", "projects", "should", "target" "will", "would" and
words or expressions of similar meaning or the negative thereof. These
statements are based on the management's current views and assumptions and
involve both known and unknown risks and uncertainties and assumptions that are
within and outside the management's control. Although the Company believes that
the expectations implied in any such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to be correct.
Actual results, performance or events may differ materially from those set out
or implied in the forward-looking statements. No representation is made that any
of these forward-looking statements or forecasts will come to pass or that any
forecast result will be achieved. The forward-looking statements included in
this announcement represent the Company's views as of the date of this
announcement and subsequent events and developments may cause the Company's
views to change. The Company disclaims any obligation to update forward-looking
information except as required by law. Readers should not place undue reliance
on any forward-looking statement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of its 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 its affiliates accepts any liability arising from the use of
this announcement.
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.