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M Vest Water AS: NOK 100 million private placement successfully completed
M Vest Water AS (the “Company”) is an environmental technology company who has developed unique products and solutions to the water treatment industry, both Industrial as well as the Municipal markets. Its products are non-toxic, biodegradable and can be left in nature without any harm to the environment. It obtains the highest degree of purification in a cost-efficient arrangement.
The Company is pleased to announce that a contemplated private placement of new shares in the Company raising NOK 100 million in gross proceeds (the “Private Placement”) has been successfully placed through the allocation of 8,000,000 new shares in the Company (the “New Shares”) at a price of NOK 12.50 per share (the “Subscription Price”), raising gross proceeds of NOK 100 million. In addition, the Manager (as defined below) has over-allocated 1,200,000 additional existing shares (the “Additional Shares” and, together with the New Shares the “Offer Shares”) (the “Private Placement”).
The Private Placement was oversubscribed and attracted significant interest from high-quality domestic, Nordic and international investors.
Five cornerstone investors were allocated New Shares for a total amount of NOK 80 million in the Private Placement, distributed as follows: NOK 15 million to M Vest Invest AS, NOK 15 million to Norwegian Water Technologies AS, NOK 10 million to Pescara Invest AS, NOK 10 million to Alden AS and NOK 30 million to Nordea Investment Management AB.
The net proceeds from the Private Placement will be used for investments to meet the Company’s business plan, repayment of shareholder loans, for working capital, and for general corporate purposes.
Two shareholders in the Company, M Vest Invest AS and Norwegian Water Technology AS have entered into customary lock-up arrangements with the Manager that restrict, subject to certain exceptions, their ability to sell or dispose of shares in the Company for a period of 6 months from the date of commencement of trading in the shares on Euronext Growth Oslo, without the prior written consent of Fearnley Securities AS (the “Manager”).
The Additional Shares will be settled by existing shares borrowed by the Manager from M Vest Invest AS (600,000 shares) and Norwegian Water Technology AS (600,000 shares) (the “Over-allotment Option”), and will be redelivered to the same shareholders upon expiry of the stabilization period described below. The Company has granted the Manager, an option to subscribe, at a price of NOK
12.50 per share (which is equal to the Subscription Price in the Private Placement), up to a number of additional new shares in the Company equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the “Greenshoe Option”). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be for the benefit of the Company.
Notification of allotment of the Private Placement Shares, including settlement instructions, will be sent to the applicants allocated New Shares through a notification from the Manager on or about 12 May 2021. Payment of the aggregate Subscription Price shall be made on 18 May 2021 and registration of the share capital increase is expected to take place on 26 May 2021.
The necessary corporate resolutions, including a resolution by the general meeting of the Company to issue the New Shares in the Private Placement and to authorize the Board to issue the additional new shares pursuant to the Greenshoe Option (the “EGM Resolutions”), have been made. The completion of the Private Placement is subject to registration of the EGM Resolutions in the Norwegian Register of Business Enterprises and issuance of the New Shares in the VPS having taken place. The Company’s shares are expected to commence trading on Euronext Growth Oslo, a multilateral trading facility, on or about 28 May 2021 (the “Listing”).
The Manager may carry out stabilization activities during the period commencing on the first day of trading of the Company’s shares (the “Shares”) on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares.
Fearnley Securities AS acted as manager in connection with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For more information, please contact:
Stein Giljarhus, CEO, firstname.lastname@example.org, +47 90 54 08 32
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 its 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, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its 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 in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.