Vow ASA: Updated key information relating to the Rights Issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE
HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.
Oslo, 19 November 2024: Reference is made to the
stock exchange announcement published by Vow ASA (the
"Company") on 8 October 2024, with key information
relating to the contemplated fully underwritten rights issue of
shares in the Company raising gross proceeds of NOK 250,000,000
(the "Rights Issue") and the stock exchange
announcement published earlier today regarding the approval by the
extraordinary general meeting of the Company of the Rights Issue.
Updated key information relating to the Rights Issue is set out
below.
Date on which the terms and conditions
of the rights issue were announced: 27 September, 8
October and 19 November 2024.
Last day including right: 20
November 2024 (assuming normal T+2 settlement).
Ex-date: 21 November 2024
(assuming normal T+2 settlement).
Record Date: 22 November
2024.
Date of approval: 19 November
2024.
Maximum number of new shares:
166,666,666.
Subscription price: NOK
1.50.
Ratio preferential rights: Each
existing shareholder as of 20 November 2024 (and being registered
as such in Euronext Securities Oslo, the Norwegian Central
Securities Depository (the CSD) as at the expiry of 22 November
2024 (the record date)) will be granted 1.464117 subscription
rights for each share registered as held by the shareholder. The
number of subscription rights granted to each existing shareholder
will be rounded down to the nearest whole subscription right.
Subscription ratio: 1:1 (number
of new shares per subscription right).
Managers: DNB Markets, a part
of DNB Bank ASA and Pareto Securities AS as joint Global
Coordinators & Bookrunners and SpareBank 1 Markets AS as
Co-manager.
Will the rights be listed
yes/no: Yes, the subscription rights will be listed under
the ticker code "VOWT".
ISIN for the preferential
rights: ISIN NO0013388512.
Other information: Reference is
made to the stock exchange announcement published by the Company on
27 September 2024 and earlier today on 19 November 2024, for
further information regarding the Rights Issue. The Rights Issue is
subject to publication of a prospectus for offering and listing of
the new shares as approved by the Norwegian Financial Supervisory
Authority.
This information is subject to the disclosure
requirements pursuant to Section 5-12 the Norwegian Securities
Trading Act.
For more information, please contact:
Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com
Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com
About Vow ASA
Vow and its subsidiaries Scanship, C.H. Evensen
and Etia are passionate about preventing pollution. The company's
world leading solutions convert biomass and waste into valuable
resources and generate clean energy for a wide range of industries.
Advanced technologies and solutions from Vow enable industry
decarbonisation and material recycling. Biomass, sewage sludge,
plastic waste and end-of-life tyres can be converted into clean
energy, low carbon fuels and renewable carbon that replace natural
gas, petroleum products and fossil carbon. The solutions are
scalable, standardised, patented, and thoroughly documented, and
the company's capability to deliver is well proven. The company is
a cruise market leader in wastewater purification and valorisation
of waste. It also has strong niche positions in food safety and
robotics, and in heat-intensive industries with a strong
decarbonising agenda. Located in Oslo, the parent company Vow ASA
is listed on the Oslo Stock Exchange (ticker VOW).
- IMPORTANT INFORMATION –
This announcement does not constitute an 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. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in
which this is barred or prohibited by law. 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.
Any offering of the securities referred to in
this announcement will be made by means of the Prospectus. This
announcement is an advertisement and is not a prospectus for the
purposes of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on
a regulated market, and repealing Directive 2003/71/EC (as amended)
as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities
referred to in this announcement except on the basis of information
contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company's registered
office and, subject to certain exceptions, on the website of the
Managers.
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.
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.
This document is not for publication or
distribution in, directly or indirectly, Australia, Canada, Japan,
the United States or any other jurisdiction in which such release,
publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any
securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein
should not be distributed or otherwise transmitted into the United
States or to publications with a general circulation in the United
States of America.
The Managers are acting for the Company in
connection with the Rights Issue 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 providing
advice in relation to the Rights Issue or any transaction or
arrangement referred to in this announcement.
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 is the responsibility of, the Company.
Neither the Managers nor any of their 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.
No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy, fairness or
completeness. Neither the Managers nor any of their respective
affiliates accepts any liability arising from the use of this
announcement.
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