NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on
2 March 2026 regarding a contemplated private placement to raise gross proceeds
of the NOK equivalent of between USD 15 to 20 million (the "Private Placement")
by issuance of new shares in the Company (the "Offer Shares").
The Company is pleased to announce that it has raised NOK 160,827,500 through
the issuance of 13,985,000 Offer Shares at a subscription price of NOK 11.50 per
Offer Share (the "Offer Price"). The net proceeds from the Private Placement
will be used to fund (i) the Company's acquisition of all shares in Energyaid
Inc. (the "Energy Aid Transaction"), as announced by the Company today, (ii) a
major OEM partnership, (iii) cost of a potential dual listing in the US, (iv)
general corporate purposes. In the event that the Energy Aid Transaction is not
completed, for any reason, following completion of the Private Placement, the
net proceeds from the Private Placement allocated for this transaction may be
applied towards general corporate purposes.
The following primary insiders have subscribed for and been allocated Offer
Shares in the Private Placement at the Offer Price:
o George Coyle, board member, has been allocated 83,217 Offer Shares.
o Lars Erik Torjussen, chair of the board, has been allocated 41,608 Offer
Shares
The Offer Shares have been allocated in two tranches whereby (i) tranche 1
consists of 11,070,520 new shares ("Tranche 1") issued by the Board of Directors
pursuant to the authorization granted by the general meeting on 5 December 2025
(the "Board Authorization") and (ii) tranche 2 consists of the remaining
2,914,480 new shares ("Tranche 2"), subject to approval by an extraordinary
general meeting of the Company expected to be held on or about 24 March 2026
(the "EGM").
3,905,623 Offer Shares may be listed on Euronext Oslo Børs without a listing
prospectus. Offer Shares in excess of this threshold will require a listing
prospectus (the "Prospectus") for admission to trading on Euronext Oslo Børs.
Such excess shares will be issued on a separate, unlisted ISIN and will be
redelivered to the Share Lender (as defined below) pursuant to the Share Lending
Agreement (as defined below). These excess Offer Shares will only become
tradeable on Euronext Oslo Børs after approval of the Prospectus by the
Financial Supervisory Authority of Norway. The Prospectus is expected to be
approved during Q2 2026.
Settlement of Tranche 1 is expected to take place on or about 5 March 2026 and
settlement of Tranche 2 is expected to take place on or about 26 March 2026. The
Offer Shares in both Tranches are expected to be settled on a
delivery-versus-payment (DVP) basis by delivery of existing and unencumbered
shares in the Company that are already listed on Euronext Oslo Børs, pursuant to
a share lending agreement (the "Share Lending Agreement") between the Company,
the Manager and Jackson Leigh Ventures LLC, a company closely associated with
the Company's CEO, William (John) Berger, holding its shares through Citibank
N.A as nominee (the "Share Lender"). Investors allocated Offer Shares in the
Private Placement will thus receive tradable shares upon delivery.
The settlement dates for both tranches remain subject to the satisfaction of the
Conditions (as defined below). The share capital increase pertaining to Tranche
1 and Tranche 2 is expected to be registered with the Norwegian Register of
Business Enterprises (the "NRBE") on or about 11 March 2026 and 26 March 2026,
respectively. The new shares issued by the Board of Directors in Tranche 1 will
be used to settle the Manager's redelivery obligation under Tranche 1 pursuant
to the Share Lending Agreement. For Tranche 2, the new shares to be issued by
the EGM will be redelivered to the Share Lender following registration of the
share capital increase. The Offer Shares in excess of 3,905,623 will be
redelivered to the Share Lender under the Share Lending Agreement on a separate,
unlisted ISIN, and will only become tradeable on Euronext Oslo Børs once the
Prospectus has been approved and published, which is expected during Q2 2026.
To issue the Offer Shares in Tranche 1 of the Private Placement, the Board of
Directors has resolved to increase the Company's share capital with in total NOK
1,107,052 by the issuance of 11,070,520 new shares pursuant to the Board
Authorization. Upon registration of the share capital increase pertaining to the
issuance of Offer Shares in Tranche 1 of the Private Placement, the Company will
have a share capital of NOK 6,420,960.10 divided on 64,209,601 shares, each with
a nominal value of NOK 0.10.
Settlement of Trance 1 is subject to the Share Lending Agreement being in full
force and effect. Completion of Tranche 2 is subject to (i) settlement of
Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares pertaining to
Tranche 2, and (iii) the Share Lending Agreement being in full force and effect
(jointly, the "Conditions").
Tranche 2 will be cancelled if the Conditions are not satisfied. The settlement
of Offer Shares under Tranche 1 will remain final and binding and cannot be
revoked, cancelled or terminated by the respective applicants if Tranche 2 is
not completed.
The Private Placement represents a deviation from the pre-emptive rights of the
existing shareholders of the Company under the Norwegian Public Limited
Companies Act. When resolving the issuance and allocation of shares in the
Private Placement, the Board of Directors considered this deviation and the
equal treatment obligations under the Norwegian Public Limited Companies Act.
The Board of Directors is of the opinion that there are sufficient grounds to
deviate from the pre-emptive rights and that the Private Placement is in
compliance with the equal treatment requirements. By structuring the transaction
as a private placement, the Company was able to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue. Taking into
consideration that the Offer Price is equal to the closing price of the
Company's shares on Euronext Oslo Børs today, the Board has concluded to not
carry out a subsequent offering. Shareholders who wish to limit the dilutive
effect of the Private Placement will hence have the possibility to acquire new
shares in the market at a price equal to the Offer Price.
***
DISCLOSURE REQUIREMENT
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements in section
5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Eleanor Gilbane, general
counsel, at the time and date stated above in this announcement.
***
ADVISORS
Arctic Securities AS acts as Manager and Roth Capital Partners, LLC acts as
financial advisor for the Private Placement.
Advokatfirmaet Schjødt AS acts as legal advisors to the Company.
***
CONTACT INFORMATION
For further information, please contact:
William J. (John) Berger, Chief Executive Officer Email: john.berger@otovo.com
Andreas Thorsheim, Chief Product Officer Email: athornor@otovo.com
***
ABOUT OTOVO
Otovo is an AI-Native home and business energy services company in Europe and
the United States. We combine real-time equipment monitoring, rapid repairs,
dependable power supply, and grid participation into a single, seamless
service-delivering maximum service at a minimal cost. Endurance, Otovo's
industry-leading AI platform, continually monitors installed equipment in homes
and businesses, optimizes the entire service process from problem detection to
resolution, and coordinates repairs around the clock. "Your Power, Backed by
Ours." Otovo is listed on the Euronext Oslo Stock Exchange under the ticker
OTOVO. Visit us at https://otovo.ai/.
***
IMPORTANT INFORMATION
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 "U.S.
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 U.S. 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 U.S. 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 of the European
Parliament and of the Council of 14 June 2017 as amended (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 persons who are "qualified investors" as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and
who are: (i) persons having professional experience in matters relating to
investments falling within the Article19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"): or
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order