Kaldvík AS – Private placement successfully completed
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.
Frøya, 5 June 2025: Reference is made to the stock exchange release from Kaldvík AS (the "Company ") published on 4 June 2025 regarding a contemplated private placement to raise gross proceeds of the NOK equivalent of approximately EUR 46.2 million (the "Private Placement ") by the issuance of new shares in the Company (the "Offer Shares "). The Company hereby announces that it has raised approximately NOK 532 million, equivalent to approximately EUR 46.2 million, in gross proceeds through a private placement of 38,011,050 new shares (the "New Shares ") at a price per share of NOK 14 (the "Offer Price "). The Private Placement took place through an accelerated bookbuilding process managed by DNB Carnegie, a part of DNB Bank ASA ( "DNB Carnegie ") as Sole Global Coordinator and Joint Bookrunner and Arion Banki hf ( "Arion ") and Nordea Bank Abp, filial i Norge ( "Nordea ") as Joint Bookrunners for the Private Placement (jointly, the "Managers ").
The Company 's largest shareholder, Austur Holding AS (owning 57.46% of the outstanding shares directly or through associated companies) was allocated 27,045,027 Offer Shares at the Offer Price in the Private Placement.
Laxar Eignarhaldsfelag ehf. (owning 1.85% of the outstanding shares) was allocated 703,204 Offer Shares at the Offer Price, corresponding to its pro-rata share of the number of Offer Shares allocated in the Private Placement.
AR-Invest AS (owning 0.10% of the outstanding shares) was allocated 32,910 Offer Shares at the Offer Price in the Private Placement.
Eskja Holding ehf (owning 2.74% of the outstanding shares) was allocated 1,041,502 Offer Shares at the Offer Price, corresponding to its pro-rata share of the number of Offer Shares allocated in the Private Placement.
The net proceeds from the Private Placement, together with the new debt financing (as announced in the Q1 2025 presentation of 28 May 2025), will be used towards biomass build-up, repayment of a bridge facility (provided by DNB Bank ASA, Arion, Nordea and Landsbankinn hf.) and shareholder loans, and for general corporate purposes.
The Company 's share capital following registration of the share capital increase pertaining to Tranche 1 of the Private Placement will be NOK 13,448,737.3, divided into 134,487,373 shares, each with a par value of NOK 0.10. The Company 's share capital following registration of the share capital increase pertaining to Tranche 2 of the Private Placement (i.e. including both The Tranche 1 Offer Shares and Tranche 2 Offer Shares) will be NOK 16,652,225.1, divided into 166,522,251 shares, each with a par value of NOK 0.10.
Customary lock-up agreements for a period of 180 days, with standard exemptions, have been entered into with the Company, the executive management and the board of directors of the Company (the "Board ").
DETAILED TERMS FOR THE PRIVATE PLACEMENT
The Offer Shares were allocated in two tranches as follows: one tranche with 5,976,172 Offer Shares ( "Tranche 1 " and the "Tranche 1 Offer Shares ") and a second tranche with 32,034,878 Offer Shares ( "Tranche 2 " and the "Tranche 2 Offer Shares "). Allocations of Offer Shares to investors were split between Tranche 1 and Tranche 2 on a pro rata basis. Issuance of the Tranche 2 Offer Shares is subject to approval by the extraordinary general meeting of the Company expected to be held on or about 19 June 2025 (the "EGM ").
The settlement date for the Tranche 1 Offer Shares is expected to be on or about 10 June 2025. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 23 June 2025, subject to approval by the EGM. Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement entered into between the Company, DNB Carnegie and Austur Holding AS (the "Share Lending Agreement ").
Completion of Tranche 1 is subject to (i) a resolution by the Board to issue the Tranche 1 Offer Shares, as well as (ii) the Share Lending Agreement being in full force and effect. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) a resolution by the EGM to increase the share capital in order to facilitate the issuance of the Tranche 2 Offer Shares, and (iii) the Share Lending Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions. Investors being allocated shares in the Private Placement undertake to vote in favour of the resolutions proposed by the Board at the EGM.
Completion of Tranche 1 is not conditional upon completion of Tranche 2. 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.
EQUAL TREATMENT CONSIDERATIONS
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 rules on equal treatment under Euronext Growth Rule Book Part II and the Oslo Stock Exchange 's Guidelines on the rule of equal treatment, and the Board is of the opinion that the transaction structure is in compliance with these requirements. The share issuance has been carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue.
On this basis, and based on an assessment of the current equity capital markets, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
POTENTIAL SUBSEQUENT OFFERING
In accordance with Euronext Growth Rule Book Part II and the Oslo Stock Exchange 's Guidelines on the rule of equal treatment and Norwegian market practice, the Board will consider a subsequent offering of up to 4,3 million new shares (the "Subsequent Offering ") towards shareholders of the Company as of close of trading on 4 June 2025, as recorded in the VPS on 6 June 2025, 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 ( "Eligible Shareholders ").
Whether a Subsequent Offering will be proposed will inter alia depend on the subsequent development of the Company 's shares price. It is expected that the Board will request a board authorization at the EGM to be able to carry out the Subsequent Offering. If implemented, the Subsequent Offering will ensure that Eligible Shareholders will receive the opportunity to subscribe for new shares at the Offer Price.
ADVISORS
DNB Carnegie, a part of DNB Bank ASA is acting as Sole Global Coordinator and Joint Bookrunner and Arion Banki hf and Nordea Bank Abp, filial i Norge are acting as Joint Bookrunners for the Private Placement and the potential Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
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. This stock exchange announcement was published by Róbert Róbertsson, CFO of Kaldvik AS, on 5 June 2025 at [•] CEST
For further information, please contact:
Roy-Tore Rikardsen, CEO: +354 791 0006 (mobile)
Róbert Róbertsson, CFO: +354 843 0086 (mobile)
IMPORTANT NOTICE
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.
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.
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.
TARGET MARKET
The target market for the Private Placement is non-professional, professional as well as eligible counterparties and who; a) have at least a common/normal understanding of the capital markets, b) is able to bear the losses of their invested amount and, c) is willing to accept risks connected with the shares, and d) have an investment horizon which takes into consideration the liquidity of the shares. The Company has not published sufficient data for the Managers to determine whether an investment in the Private Placement is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under Regulation (EU) 2019/2088 (the "SFDR "), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. Negative target market: An investment in the Company 's shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile.
Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who: a) in the EU meet the requirements set out in the manufacturers target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition.
For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.
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