Everfuel A/S: Private placement successfully placed
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.
Herning, Denmark, 9 March 2023: Reference is made to the press releases published by Everfuel A/S (“Everfuel” or the “Company”) on 9 March 2023 regarding the Company's contemplated private placement (the “Private Placement”) and on 28 February 2023 regarding the creation of a joint venture with Hy24, managing the world's largest clean hydrogen infrastructure fund, to finance the accelerated development of electrolyser capacity across the Nordics. The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 8,279,960 new shares in the Company (the “Offer Shares”) at a price of NOK 34 per share (the “Offer Price”), raising gross proceeds of approximately NOK equivalent of EUR 25 million.
The Private Placement took place through an accelerated bookbuilding process managed by Nordea Bank Abp, filial i Norge, and Sparebank 1 Markets AS (the “Managers”).
Hy24 Clean H2 Infra Fund was allocated Offer Shares corresponding to the NOK equivalent of EUR 10 million. Following the Private Placement, Hy24 Clean H2 Infra Fund will be Everfuel’s third largest shareholder.
The net proceeds from the Private Placement will be used primarily towards upstream activities, hereunder: (i) partly funding the Company’s equity contribution for investments in Agder Hydrogen Hub in Kristiansand, 20 MW electrolyser, expected FID in summer 2023 (project to be transferred to the joint venture between the Company and Hy24 (the “JV”)); (ii) partly funding the Company’s equity contribution for investments in HySynergy Phase II Project, the first 100MW electrolyser, expected FID late 2023 (project to be transferred to the JV); (iii) pursuing and partially funding further R&D, technical development, potential non-organic growth opportunities, continued scale-up of organisation; and (iv) general corporate purposes.
The Private Placement and the allocation of the Offer Shares were resolved by the Company's board of directors (the "Board") following advice from the Managers after the bookbuilding process was completed. Completion of the Private Placement is subject to the following conditions: (i) registration of the share capital increase pertaining to the issuance of the Offer Shares with the Danish Business Authority and (ii) the Offer Shares having been validly issued and registered with the VPS.
Notification of allocation, including settlement instructions are expected to be distributed by the Managers on or about 10 March 2023. Settlement of the Offer Shares will take place on a delivery versus payment ("DVP") basis on or about 14 March 2023 and will be facilitated by a prefunding agreement entered into between the Company and the Managers (the "Prefunding Agreement").
Following registration of the share capital increase pertaining to the Private Placement with the Danish Business Authority, the Company will have 86,279,960 shares outstanding, each with a par value of DKK 0.01.
The Board has considered the Private Placement in light of the equal treatment obligations under the Danish 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 Norwegian market practice, 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 an efficient manner. The Subscription Price has been set on the basis of a publicly announced bookbuilding process and thus reflects the market pricing of the shares.
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..
In accordance with the above, the Board has also considered whether it is necessary to implement a subsequent offering in order to further justify the differential treatment inherent in the Private Placement (the “Subsequent Offering”). The Board will consider carrying out the Subsequent Offering of up to 2,000,000 new shares towards the Company's shareholders as of 9 March 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 13 March 2023) who (i) were not allocated shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to i) the publication of a prospectus approved by the Danish Financial Supervisory Authority, ii) the approval by the general meeting of the Company to authorize the Company to issue new shares and iii) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price in the Subsequent Offering.
ADVISORS
Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS are acting as managers (the “Managers”) for the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS and Advokatfirmaet Kromann Reumert are acting as legal advisors to the Company, and Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.
For additional information, please contact:
Jacob Krogsgaard, CEO, Everfuel, +45 2871 8945
Mads Tirsgaard Mortensen, Investor Relations Manager, Everfuel, mm@everfuel.com, +45 6171 5625
ABOUT EVERFUEL | www.everfuel.com
Everfuel is making green hydrogen for zero emission industry and mobility commercially available across Europe, offering competitive all-inclusive hydrogen supply and fuelling solutions. We own and operate green hydrogen infrastructure and partner with industry and vehicle OEMs to connect the entire hydrogen value chain and seamlessly provide hydrogen fuel to enterprise customers under long-term contracts. Green hydrogen is a 100% clean energy carrier made from renewable solar and wind power and key to decarbonising industry and transportation in Europe. We are an ambitious, rapidly growing company, headquartered in Herning, Denmark, and with activities in Norway, Denmark, Sweden, The Netherlands, Germany and Belgium, and a plan to grow across Europe. Everfuel is listed on Euronext Growth in Oslo under EFUEL.
This information is considered inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements of Section 5-12 of the Norwegian Securities Trading Act. The stock exchange release was published by Mads Tirsgaard Mortensen, Investor Relations Manager at Everfuel on 9 March 2023 at 23:00 CET.
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.