Ensurge Micropower ASA - Contemplated Private Placement
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Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) (the “Managers”) to advise on and effect a contemplated equity financing. The Managers commenced wall crossing of potential investors on Tuesday 17 September 2024. Shortly following the time of commencement of the wall crossing, substantial volumes of shares in the Company were sold in the market, in more than one transaction, which sales continued through the trading day on Oslo Børs on 17 September 2024 and into the trading day on 18 September 2024. This caused an overall decrease in the share price by about 30%. The Company suspected that there might have been unequal information in the market and, as a result, proceeded to contact Oslo Børs Market Surveillance in the morning on 18 September 2024 and suggested that trading in the Company’s shares was suspended pending an announcement by the Company. Trading suspension was put in place by Oslo Børs at 09:46 am CET on 18 September 2024.
There are no events or circumstances in the Company, other than the contemplated equity transaction, that is not public and which, if made public, would be likely to have a significant effect upon the pricing of the Company’s shares.
Following the wall crossing and the indications received, the Company contemplates conducting a private placement of between 50 and 75 million new ordinary shares in the Company (the "Offer Shares" and the "Private Placement").
The subscription price per Offer Share (the "Offer Price") will be NOK 1.0.
During the wall-crossing phase the Managers have received strong interest from new high quality and existing shareholders, including DNB Asset Management which has committed to subscribe for and will be allocated New Shares in the Private Placement for a total amount of NOK 5,000,000.
The net proceeds from the private placement will be used to fund the Company’s operations covering a 25% increase in operations personnel so far and a ramp up in capital expenditures in half of 2024 to change a production line in order to produce larger production volumes. Over the next 3-9 months Ensurge Micropower expects funding from incubation services, joint development agreements, battery sales and license agreements to complement this equity funding.
The bookbuilding period for the Private Placement will commence on 19 September 2024 at 16:30 CET and is expected to close on 20 September 2024 at 08:00 CET (the "Bookbuilding Period"). The Company, in consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or extend the Bookbuilding Period or to cancel the Private Placement in its entirety without further notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement may be divided into two tranches, depending on the final number of Offer Shares to be issued. If divided into two tranches, tranche 1 will consist of 61,790,320 Offer Shares (representing approximately 10% of the outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche 2 will consist of the number of Offer Shares that, together with the Tranche 1 Offer Shares, is necessary in order to raise the allocated gross proceeds ("Tranche 2" and the "Tranche 2 Offer Shares"). Allocations of Offer Shares to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis. Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 14 October 2024 (the "EGM").
The final number of Offer Shares will be determined at the end of the Bookbuilding Period, and the final allocation will be made at the sole discretion of the Company's board of directors (the "Board") after consulting with the Managers. The allocation of Offer Shares will be based on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 20 September 2024 through a notification to be issued by the Managers.
Completion of Tranche 1 is subject to (i) approval by the Board and (ii) the Share Lending Agreement (as defined below) remaining in full force and effect. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement remaining in full force and effect. Further to this, completion of both Tranche 1 and Tranche 2 are subject to the Company resolving to consummate the Private Placement and allocate the Offer Shares. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 for whatever reason is not completed. Investors being allocated shares in the Private Placement undertake to vote in favour of Tranche 2 and any resolution related to a subsequent offering (as further described below) at the EGM.
Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement expected to be entered into between the Company, the Manager and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorisation by the Company’s general meeting held on 1 July 2024 (the “Authorization”). The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 23 September 2024. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 17 October 2024, subject to approval by the EGM.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, Ensurge will consider whether to carry out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 19 September 2024, as registered in Ensurge's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) did not accept the request to be wall-crossed in the market sounding phase of the Private Placement, (ii) are not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after registration of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement. Ensurge will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
About Ensurge Micropower
Ensurge is Energizing Innovation(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things. The company's state-of-the-art manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of Ensurge technology to established and expanding markets.
Advisors
Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) is acting as joint bookrunners in connection with the Private Placement. Ræder Bing advokatfirma AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Lars Eikeland - Chief Executive Officer
E-mail: [email protected]
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate Development and IR, 19 September 2024 at 16:30 CET.
Important information:
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 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 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 operate, 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 document.
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 Managers 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 Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
