NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , 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. Bergen,23 April 2024 M Vest Water AS (the "Company") refers to the stock exchange release earlier today on23 April 2024 regarding a contemplated private placement. The Company hereby announces that it has raisedNOK 20 million in gross proceeds through a private placement of 2,500,000 new shares (the "New Shares"), at a subscription price per share ofNOK 8.00 (the "Offer Price ") (the "Private Placement"). The Private Placement attracted interest from both existing shareholders and new quality investors. In combination with the Private Placement, the Company has agreed with two of its shareholders to convert their outstanding shareholder loans amounting toNOK 8 million in total (plus interest) into 1,017,827 additionalOffer Shares , at a price per share equal to the Offer Price. The net proceeds from the Private Placement will be employed as working capital in the Company and will be used to finance the Company's ongoing projects and expansion, as announced in recent stock exchange notices. The proceeds are expected to provide adequate funding for the Company's current ongoing projects and announced expansion plans. The Company is also actively working on multiple projects which, if materialized, represent significant growth opportunities and which could require additional working capital in the future. Notification of allocation is expected to be sent to the applicants byFearnley Securities AS (the "Manager") on or about24 April 2024 . The Company's share capital following the Private Placement and the shareholder loan conversion will beNOK 74,482.88 , divided into 32,717,827 shares, each with a par value ofNOK 0.00227 (rounded) per share. The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment ("DVP") basis for all investors except M Vest Invest AS, through a share lending arrangement entered into between the Company, M Vest Invest AS (as share lender) and the Manager, on or about26 April 2024 , and will be immediately tradeable upon notification of allocation. The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on theOslo Stock Exchange , and guidelines on the rule of equal treatment fromOslo Stock Exchange and theFinancial Supervisory Authority of Norway , at the latest the thematic review published on19 December 2023 , and deems that the proposed Private Placement is in compliance with these obligations. 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 particularly considering the current market conditions and to secure financing in a more certain and expedient manner in the current volatile capital markets. By structuring the equity raise as a private placement, the Company believes it has been able to raise equity 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. In light of the pricing of the Private Placement being at a very limited discount to the prevailing market price for the Company's shares and therefore representing no meaningful value dilution to shareholders who were not able to participate, the Board has concluded that no subsequent offering will be required.Fearnley Securities AS acted as bookrunner and manager for the Private Placement.Advokatfirmaet Thommessen AS is acting as legal advisor to the Company. This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Thisstock exchange notice was published byMorten Hilton Thomassen , CFO, on the date and time as set out inthe release. Contact:Stein Giljarhus , CEO, stein.giljarhus@mvestwater.com, +47 90 54 08 32Morten Hilton Thomassen , CFO, mht@mvestwater.com, +47 92 25 85 70 Forward looking statements: This announcement includes forward-looking statements, relating inter alia to the financing, the Private Placement, the Offer Shares, the conditions to the Private Placement, the use of proceeds therefrom and other non-historical statements, and the proposed Subsequent Offering. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, changes in market conditions and other risks. Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such forward -looking statements. Disclaimer: This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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