Everfuel launches private placement of new shares to raise gross proceeds of the NOK equivalent of EUR 20 - 30 million
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: Everfuel A/S ("Everfuel" or the "Company") hereby announces a contemplated private placement to raise gross proceeds of the NOK equivalent of EUR 20 - 30 million (the "Private Placement") by the issuance of new shares in the Company (the "Offer Shares"). The subscription price per Offer Share (the "Subscription Price") will be set by the Company's board of directors (the "Board") on the basis of an accelerated bookbuilding process conducted by the Managers (as defined below).
Reference is made to the stock exchange announcement published by Everfuel on 28 February 2023 regarding the creation of a joint venture (the “JV”) together with Hy24 Clean H2 Infra Fund (“Hy24”) to finance the accelerated development of electrolyser capacity across the Nordics, with plans to invest a total of EUR 200 million in equity in green hydrogen infrastructure.
Everfuel has engaged Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS (the "Managers"), as managers for the Private Placement. 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.
Hy24 Clean H2 Infra Fund (“Hy24”) has committed to subscribe for, and will be allocated, Offer Shares corresponding to the NOK equivalent of EUR 10 million at the price determined through the accelerated bookbuilding process (the “Offer Price”). In addition, BNP Paribas Asset Management Energy Transition Fund has pre-committed to subscribe for, and will be allocated, the NOK equivalent of EUR 2 million at the Subscription Price.
TRADING UPDATE
In connection with the Private Placement, Everfuel provides the following update on key developments in the fourth quarter of 2022. Preliminary fourth quarter revenue was approximately EUR 1.0 million and EBITDA was approximately negative EUR 3.2 million. The preliminary cash flow from operations in the period was approximately EUR 3.6 million due to working capital changes, while investments amounted to approximately EUR 12.4 million, mainly reflecting investments in HySynergy Phase 1. The cash position at 31 December 2022 was EUR 31.9 million. Please note that these are preliminary and unaudited figures subject to completion of the final accounts for the quarter and full year 2022.
During the fourth quarter and into 2023, Everfuel has incurred additional costs related to the completion and commissioning of HySynergy Phase 1 and preparations for the next development phase. The current investment budget for all activities at HySynergy which is transferred to the JV is approximately EUR 43 million (see table below). This reflects both cost increases and scope expansions such as heat recovery system, distribution centre and Phase II preparation, and is therefore not directly comparable to the approximately EUR 29 million communicated in November. The JV agreement with Hy24 reflects these adjustments.
| Budget for activities included in Everfuel Production Fredericia transferred into the JV | EUR million |
| HySynergy 20MW Electrolyser including 200 bar compression and storage | 31.3 |
| Heat recovery system | 3.5 |
| Phase 2 preparations | 3.0 |
| Distribution centre | 5.1 |
| Total | 42.9 |
TIMELINE AND DETAILED TERMS FOR THE Planned private placement
The bookbuilding and application period for the Private Placement commences today, on 9 March 2023 at 16:30 hours CET, and is expected to close on 10 March 2023 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion to close or extend the bookbuilding and application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding and application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Subscription Price and the number of Offer Shares to be issued in the Private Placement will be determined by the Board, in consultation with the Managers, following completion of the bookbuilding process.
The allocation will be made in the sole discretion of the Board after consultation with the Managers. Allocation will be based on criteria such as (but not limited to) existing ownership, pre-commitment, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company and the Managers further reserve the right, in their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated Offer Shares, except for the pre-commitments received.
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 amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement of the Private Placement is expected to be on or about 14 March 2023. The allocated shares will be delivered to the applicant’s account with Euronext Securities Oslo, the Norwegian Central Securities Depository (the "VPS"), on a delivery versus payment (“DVP”) basis as soon as practicable after full payment has been received and the Conditions (as defined below) have been met. DVP settlement in the Private Placement is expected to be facilitated through a pre-funding agreement between the Company and Sparebank 1 Markets AS.
Completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) the necessary corporate resolutions required to consummate the Private Placement being made, including the resolution of the Board to issue and allocate the Offer Shares and complete the Private Placement pursuant to an authorisation to the Board granted by the Company’s general meeting in Article 6 of the Company's Articles of Association, (ii) registration of the share capital increase pertaining to the issuance of the Offer Shares with the Danish Business Authority (Erhvervsstyrelsen) (the “DBA”), and (iii) the Offer Shares having been validly issued and registered with the VPS (together, the "Conditions").
POTENTIAL SUBSEQUENT OFFERING
In accordance with Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and Norwegian market practice, subject to completion of the Private Placement, the Board may consider a subsequent offering of new shares (the “Subsequent Offering”) towards shareholders of the Company as of close of trading on 9 March 2023, as recorded in the VPS on 13 March 2023, who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (“Eligible Shareholders”).
Whether a Subsequent Offering will be proposed will inter alia depend on the results of the Private Placement and the subsequent development of the Company's shares price. If proposed, the Subsequent Offering may be required to be approved by the shareholders at an extraordinary general meeting.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the structure of the equity raise 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 the Board is of the opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue.
The Subscription Price will be set on the basis of a publicly announced bookbuilding process and thus reflecting market pricing of the shares.
Further, the Subsequent Offering, if implemented, will secure that Eligible Shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
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.
ADVISORS
Nordea Bank Abp, filial i Norge and Sparebank 1 Markets AS are acting as managers (the “Managers”) for the Private Placement and the potential 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, [email protected], +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 16:30 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.
TARGET MARKET
The target market for the Private Placement is non-professional, professional as well as eligible counterparties and who; a) have at least a common/normal understanding of the capital markets, b) is able to bear the losses of their invested amount and, c) is willing to accept risks connected with the shares, and d) have an investment horizon which takes into consideration the liquidity of the shares. The Company has not published sufficient data for the Managers to determine whether an investment in the Private Placement is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under Regulation (EU) 2019/2088 (the “SFDR”), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. Negative target market: An investment in the Company’s shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile.
Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who: a) in the EU meet the requirements set out in the manufacturers target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition.
For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.