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QFUEL 10.09.2020 kl 16:43 21641

Quantafuel ASA | Contemplated private placement

Oslo, Norway, 10 September 2020

Quantafuel ASA (“Quantafuel” or the “Company”) contemplates a private placement (the “Private Placement”) comprising of an offer of i) new shares to raise gross proceeds of approximately NOK 600 million and ii) up to 2,500,000 existing shares offered by certain existing shareholders (the new and the existing shares together, the "Offer Shares"). The total number of Offer Shares to be placed will depend on the final offer price to be determined following an accelerated bookbuilding process.

ABG Sundal Collier and Pareto Securities AS are acting as joint lead managers and joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement and Arctic Securities AS is acting as co-manager (together with the Joint Bookrunners, the “Managers”).

The net proceeds to the Company from the Private Placement will be used to invest in the further expansion and buildout of new plants, as well as general corporate purposes. Reference is here made to the release from the Company this morning regarding the commencement of feasibility studies for large-scale plastic chemical recycling plants and to the operational update section at the bottom of this release.

The following shareholders (the “Selling Shareholders”) in the Company are offering to sell existing shares under a separate agreement with the Managers:
- T.D. Veen AS (represented on the Company’s Board of Directors): up to 1,000,000 shares
- Kjetil Bøhn, CEO: up to 900,000 shares;
- Oscar Spieler (Chairman): up to 300,000 shares
- Thomas Steenbuch Tharaldsen (CSO): up to 300,000 shares

The Selling Shareholders have agreed to a customary lock-up on their remaining shares for a period of six months following the Private Placement. In addition, the Company has agreed to a lock-up on future share issues for a period of six months following the Private Placement, subject to customary exceptions, including with respect to a potential offering in connection with a listing of the Company's shares on a regulated market (this exemption also applies to the Selling Shareholders) and directed share issues by the Company to strategic partner(s) as part of M&A transactions and/or industrial cooperation(s).

The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, 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 issuance of new shares will be carried out based on the authorisation granted by an extraordinary general meeting held on 3 July 2020 (the “Authorisation”).

The subscription price and allocation of shares in the Private Placement will be determined by the board of directors following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and will close at 08:00 CEST tomorrow, 11 September 2020. The bookbuilding may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on Merkur Market tomorrow, 11 September 2020. Completion of the Private Placement is subject to final approval by the Company's Board.

Notification of allotment and payment instructions is expected to be issued to the applicants on or about 11 September 2020 through a notification to be issued by the Managers. The allocation will be determined at the end of the bookbuilding period and final allocation will be made at the Board of Directors' sole discretion.

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company, that are already admitted to trading on Merkur Market, pursuant to a share lending agreement between the Company, certain existing shareholders and the Joint Bookrunners in order to facilitate delivery of shares admitted to trading to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Joint Bookrunners will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation.

As the Private Placement is structured to ensure that a market based subscription price is achieved and equal treatment obligations under the Norwegian Securities Trading Act are observed, it is currently not planned to conduct a subsequent share issue ("repair issue") directed towards shareholders not participating in the Private Placement.

Update on liquids produced at Skive
During the first day after start of production in Skive the milestone of 1.000 liter of high-quality liquids produced from mixed waste plastic was achived. Samples have been analysed at the Skive plant and representatives of BASF present at the factory have confirmed they are within the expected range.
-We are very pleased with being able to run continuous operations for longer periods and that the products produced is in line with our expectations, but do of course expect that it in the period to come will be variations in both amount and quality produced each day – says CEO Kjetil Bøhn.

For additional information, please contact:

Kjetil Bøhn, CEO
Mobile phone: +47 915 73 818

Kristian Flaten, CFO
Mobile phone: +47 950 92 322

Important Notices

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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 "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 Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities 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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 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 forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation,
Redigert 21.01.2021 kl 08:29

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