Everfuel A/S: Contemplated private placement and admission to trading of leading European green hydrogen fuel company on Merkur Market
Herning, 19 October 2020 – Everfuel A/S (“Everfuel” or the “Company”) has engaged SpareBank 1 Markets AS (the “Manager”) to advise on and carry out a private placement of up to 13,200,000 million new shares in the Company (the “Private Placement”) raising gross proceeds to the Company of up to approximately NOK 290 million.
The net proceeds from the Private Placement will be used to fund expansion of activities in Norway, Sweden, Denmark, Germany, the Netherlands and Belgium, equity investments and working capital for ongoing and new projects, R&D and technical development, build-up of the organization and for general corporate purposes.
The price per share in the Private Placement has been set to NOK 22, implying a total value of the Company’s currently issued and outstanding shares of NOK 1.32 billion. Three cornerstone investors, Saga Tankers, Luxor Capital and BankInvest, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for an aggregate amount of NOK 120 million.
The current shareholders, E.F. Holding ApS (owned 90% by CEO and founder Jacob Krogsgaard and 10% by other key members of management) and Nel ASA (indirectly), holding 80.1% and 19.9% of the current shares outstanding, have pre-committed to subscribe for shares for NOK equivalent of EUR 3.2 million, including the conversion of a EUR 1 million loan, and the NOK equivalent of EUR 0.8 million, respectively. Other members of Everfuel A/S management and board members commit to subscribe for a total of NOK 1.8 million, while BNP Paribas Asset Management has pre-subscribed for shares for the NOK equivalent of EUR 4 million.
“Renewable energy has become competitive with fossil energy. At the same time, the technologies required to connect the hydrogen value chain from safe production and distribution to fueling and vehicles is now proven and ready to be deployed across Europe. All that is needed is a company like Everfuel to integrate and optimize the value chain and unlock the potential”, said Jacob Krogsgaard, the CEO and founder of Everfuel. “We are now gearing up to implement competitive green hydrogen fuel at scale and accelerating the transition to zero emission transport in Europe”.
Transaction details
The application period in the Private Placement will commence today, 19 October 2020 at 09:00 CEST and close on 21 October 2020 at 16:30 CEST. The Manager and the Company may, however, at any time resolve to shorten or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
Everfuel has applied for admission to trading of the Company's shares on Merkur Market (the “Listing”). The first day of trading on Merkur Market is, subject to successful completion of the Private Placement and the necessary approvals from Oslo Børs, expected to be shortly after completion of the Private Placement, currently anticipated on or about 29 October 2020.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to available exemptions from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The completion of the Private Placement is subject to (i) corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s board of directors’ resolution to proceed with the Private Placement and an extraordinary general meeting’s resolution to issue the New Shares, currently expected held on or about 21 October 2020, and (ii) registration in the Danish Business Authority of the share capital increase pertaining to the New Shares, and (iii) the New Shares being issued in VPS.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Everfuel in brief
Everfuel is making green hydrogen for zero emission mobility commercially available across Europe, offering competitive all-inclusive hydrogen supply- and fueling solutions. Carrying the responsibility as a developer, owner and operator of vertically integrated hydrogen production-, distribution- and fueling infrastructure, Everfuel is offering vehicle operators, fleet owners and industry stakeholders a viable and lasting transitioning into a 1:1 zero emission replacement of current fossil-based supplies, performances, procedures and operational cost-bases.
Everfuel was established as a separate, vertically integrated hydrogen fuel company in 2019, as a successful spin-off from Nel ASA. The Company operates hydrogen production (electrolysers), hydrogen distribution and hydrogen stations, supported by innovative digitalization of the entire supply chain in one central system. The primary customers are owners and operators of buses, taxies and trucks, with additional interest and supply for segments within zero emission such as delivery vans, trains, marine vessels, private cars and industrial applications.
Everfuel has a seasoned management team with combined almost 60 years of experience of developing and operating hydrogen and renewables projects and assets, and a Board of Directors with extensive green energy background. The Company is currently ramping up activities according to a detailed growth- and geographical deployment plan. The following is a summary of Everfuel’s investment highlights:
- Everfuel is a leading European integrated green hydrogen fuel company
- Positioned to capitalize on EUR multi-billion hydrogen heavy-duty fuel market now opening up in Europe
- Firm growth plan backed by proven execution capability to unlock hydrogen at scale
- Unique business model to secure rapid growth, recurring revenues and solid profitability
Advisers
SpareBank 1 Markets AS is engaged as financial advisors to the Company and as Sole Manager and Bookrunner in connection with the Private Placement and Listing. Kromann Reumert and Advokatfirmaet Thommessen AS are acting as legal advisors to Everfuel.
For more information, please contact:
Chief Executive Officer Jacob Krogsgaard
jk@everfuel.com
+ 45 28 71 89 45
www.everfuel.com
Important notice:
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. 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.
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 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 (EU) 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, 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 make any guarantee 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 of the Company. Neither the Manager nor any of its 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.