1Vision Biogas announces a mandatory cash offer to the shareholders of Biokraft and publishes offer document

The Offer is not being made, and this press release may not be released, distributed or published, in whole or in part, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in, the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction in which the making of the Offer, the release, distribution or publication of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Other restrictions apply. Please refer to the “Important information” at the end of this press release.

Press release

2 February 2024

1Vision Biogas announces a mandatory cash offer to the shareholders of Biokraft and publishes offer document 

On 18 December 2023, Aneo Renewables Holding AS[1] (“Aneo”) and St1 Sverige AB[2], that owned approximately 36.5 per cent and 18.6 per cent, respectively, of the total number of shares and votes in Biokraft International AB (“Biokraft” or the “Company”), together with the HitecVision entity HV Daytona Holding AS (“HV Daytona”) announced their intention to join forces for the purposes of consolidating their ownership in Biokraft into a newly established company, 1Vision Biogas AB (“1Vision Biogas” or the “Offeror”) (the “Consolidation”). The Consolidation was conditional on receipt of necessary clearances or approvals by relevant competition and foreign direct investment (FDI) authorities. As announced by 1Vision Biogas, such clearances and approvals were obtained on 29 January 2024. The Consolidation has today been effectuated, whereby 1Vision Biogas owns 23,977,232 shares in Biokraft, which corresponds to approximately 55.0 per cent of the total number of shares and votes in Biokraft.

Consequently, 1Vision Biogas hereby announces a mandatory public cash offer to the shareholders of Biokraft to acquire all shares in the Company at a price of SEK 20.65 per share (the “Offer”). Biokraft’s shares are listed on Nasdaq First North Premier Growth Market.

1Vision Biogas is owned 50 per cent by St1 Nordic Oy (“St1”) and 50 per cent by Daytona Holdco AS, the joint holding company of Aneo and HV Daytona. HV Daytona is wholly owned by HitecVision New Energy Fund AS, a fund managed by the leading European entrepreneurial energy investor HitecVision.

The Offer in brief

• 1Vision Biogas offers SEK 20.65 in cash per share in Biokraft (the “Offer Price”). The Offer values all shares in Biokraft at approximately SEK 900 million.
• The Offer Price represents a premium of 30.7 per cent compared to the closing price of SEK 15.80 of the Biokraft share on Nasdaq First North Premier Growth Market on 15 December 2023, the last trading day before the announcement of the Consolidation.
• The offer document relating to the Offer is published today.
• The acceptance period commences on 5 February 2024 and expires on 11 March 2024. Settlement is expected to begin around 15 March 2024.

“We believe that 1Vision Biogas is in a strong position to support Biokraft in realizing its growth strategy. All companies behind 1Vision Biogas are highly committed to contributing to a necessary Nordic energy transition. The joint industrial experience and financial strength of St1, HitecVision and Aneo will support the management of Biokraft in utilizing its full potential in contributing to this and hence also a Nordic energy system helping us to fulfil the Paris agreement.”, said Henrikki Talvitie, Chairman of the board of 1Vision Biogas.

Background to and reasons for the Offer

Aneo and St1 have been the largest shareholders in Biokraft since 2022 and have supported the development of the Company. The Offer is made as a result of the Consolidation and it is the ambition of the Offeror, together with Aneo, HitecVision and St1, to continue to support the Company in becoming a leading Nordic biogas player. The aim is to continue Biokraft’s exciting journey through actively pursuing future growth opportunities, e.g. the construction of new biogas plants in Germany and Sweden, as well as collaborating closely with the management of the Company to explore additional value creation through both operational and financial initiatives. 1Vision Biogas, together with Aneo, HitecVision and St1 and their extensive previous experience in developing similar companies within the energy industry, provides the long-term perspective and financial resources needed to ensure that the strategic initiatives are successfully implemented. This contributes to developing a Nordic energy system taking steps towards reaching the Paris agreement climate targets.

1Vision Biogas has the highest regard for the Company’s management and employees and consider them to be an important asset for Biokraft going forward. Completion of the Offer is not expected to entail any significant changes for the management or employees of the Company. The Offeror does not expect that there will be any significant impact on the conditions of employment for Biokraft’s management or employees as a result of the completion of the Offer. Overall, completion of the Offer is expected to result in only limited effects (if any) on the employment and the sites where the Company currently conducts business.

The Offer

1Vision Biogas offers SEK 20.65 in cash per share in Biokraft.[3] The Offer Price represents a premium of:

• 30.7 per cent compared to the closing price of SEK 15.80 of the Biokraft share on Nasdaq First North Premier Growth Market on 15 December 2023, the last trading day before the announcement of the Consolidation;
• 26.7 per cent compared to the volume-weighted average share price of the Biokraft share on Nasdaq First North Premier Growth Market during the 30 trading day period up until and including 15 December 2023, amounting to SEK 16.29; and
• 18.6 per cent compared to the volume-weighted average share price of the Biokraft share on Nasdaq First North Premier Growth Market during the 60 trading day period up until and including 15 December 2023, amounting to SEK 17.41.

The Offer Price represents a premium of 2.0 per cent compared to the closing price of SEK 20.25 of the Biokraft share on Nasdaq First North Premier Growth Market on 1 February 2024, the last trading day before the announcement of the Offer as well as premiums of 0.4 per cent and 6.7 per cent compared to the volume-weighted average share price of the Biokraft share on Nasdaq First North Premier Growth Market during the last 30 and 60 trading day period respectively up until and including 1 February 2024.

The Offer values all shares in Biokraft at approximately SEK 900 million.[4]

No commission will be charged in connection with the Offer.

Statement from the board of directors of Biokraft

The board of directors of Biokraft has communicated that it will evaluate the Offer and announce its opinion regarding the Offer as well as a fairness opinion no later than two weeks prior to the expiry of the acceptance period.

Since 1Vision Biogas owns more than 50 per cent of Biokraft, 1Vision Biogas is considered a parent company of Biokraft. In addition, Håkon Welde is a member of the board of directors of both Biokraft and 1Vision Biogas. These circumstances mean that Section IV of the Stock Market Self-Regulation Committee’s Takeover Rules for Certain Trading Platforms (the “Takeover Rules”) applies to the Offer. This means that the acceptance period for the Offer shall be at least four weeks and that Biokraft is to obtain, and no later than two weeks prior to the expiry of the acceptance period publish, a valuation opinion regarding the Offer (fairness opinion).

Conflicts of interest

The Biokraft board member Jan Helland Eide is a partner in HitecVision and the Biokraft board member Håkon Welde is Head of M&A and Corporate Ownership at Aneo as well as board member of 1Vision Biogas. Thus, these persons have a conflict of interest which means that they may not participate, and have not participated, in Biokraft’s handling of matters regarding the Offer.

1Vision Biogas’ shareholding in Biokraft

As of the date of this announcement, 1Vision Biogas owns 23,977,232 shares in Biokraft, which corresponds to approximately 55.0 per cent of the total number of shares and votes in Biokraft. In addition, St1’s CEO, being also the chairman of the board of 1Vision Biogas, Henrikki Talvitie owns 65,170 shares in Biokraft, which corresponds to approximately 0.15 per cent of the total number of shares and votes in Biokraft.

Other than the above stated shareholding, neither 1Vision Biogas nor Aneo, HV Daytona or St1, or any other related party, holds or controls any shares or other financial instruments which give a financial exposure equivalent to a shareholding in Biokraft. Neither 1Vision Biogas nor Aneo, HV Daytona or St1, or any other related party, has acquired or entered into any agreements on the acquisition of any shares in Biokraft during the last six months prior to the announcement of the Offer on more beneficial terms than the Offer.

1Vision Biogas may acquire, or enter into agreements to acquire, shares in Biokraft (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but, in any event, at a price per share not higher than the Offer Price. Any purchases made or agreed will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.

Condition for completion of the Offer

Completion of the Offer is conditional upon the Offer, and the acquisition of Biokraft, receiving all necessary regulatory, governmental or similar clearances, approvals and decisions, including approvals and clearances from competition and foreign direct investment (FDI) authorities, in each case on terms which, in 1Vision Biogas’ opinion, are acceptable.

1Vision Biogas reserves the right to withdraw the Offer in the event that it is clear that the above condition is not fulfilled or cannot be fulfilled, and the non-fulfillment of the condition is of material importance to 1Vision Biogas’ acquisition of the shares in Biokraft or otherwise is approved by the Swedish Securities Council. The Offeror also reserves the right to, in whole or in part, waive the condition.

Incentive programs

The Offer does not include warrants issued by Biokraft under Biokraft’s incentive program.

Financing of the Offer

The Offer is not subject to any financing condition. 1Vision Biogas will finance the Offer with equity.

Due diligence

1Vision Biogas has not conducted any due diligence of the Company in connection with the Offer.

1Vision Biogas, Aneo, HitecVision and St1 in brief

1Vision Biogas is a newly established Swedish limited liability company with corporate registration number 559460-3374 and has its registered office in Malmö, Sweden, with address c/o Advokatfirman Vinge KB, P.O. Box 1703, SE-111 87 Stockholm, Sweden. 1Vision Biogas is jointly owned by St1 Nordic Oy and Daytona Holdco AS and has been established for the sole purpose of making the Offer and has never conducted any other business. The Offeror has no employees and its only asset is its shareholding in Biokraft. For further information, please refer to www.1visionbiogas.se.

Aneo is a Nordic renewable energy company that invests in renewable energy production, electrification and energy efficiency. Aneo is one of Norway’s largest operators of wind power, operating in excess of 6 TWh annual production and owns 1.2 TWh of wind power in Norway and Sweden. Further, Aneo delivers energy management services to power producers in Norway, Sweden and Finland and seeks to be a pioneer in the green transition through the development of, and investment in, new green value chains. Aneo is jointly indirectly owned by HitecVision New Energy Fund and TrønderEnergi AS, is headquartered in Trondheim, Norway, and has approximately 340 employees.

HitecVision is a leading European entrepreneurial energy investor with EUR 8 billion of assets under management. The company is headquartered in Stavanger, Norway, with other offices in Oslo, London and Milan. HitecVision has extensive experience in successfully developing energy companies and has since 1994 invested in, acquired or established more than 200 companies. From its history within oil and gas, the company has been transitioning towards creating companies within the energy transition. In 2021, HitecVision announced that all new portfolio companies will be companies that contribute to the energy transition.

St1 is an energy transition company that operates in Finland, Sweden, Norway and the United Kingdom. Through its operations, St1 implements its vision to be the leading producer and seller of CO2-aware energy. The company has a long-term commitment in investments in low-emissions energy solutions and is investing substantially in biogas production and distribution networks in the Nordics. The St1 group has retail stations in Finland, Sweden and Norway, together with a growing network of gas distribution and electric vehicle (EV) charging points. St1 is headquartered in Helsinki, and currently employs more than 1,000 people. The operations are strengthened by strategic long-term partnerships in various areas.

Biokraft in brief

Biokraft is a Nordic Greentech company that produces bioenergy and plant nutrition in a circular cycle by recycling organic waste and residual products in large-scale biorefineries. Biokraft builds, owns and operates large-scale biogas plants with a focus on the Northern European market. Today, there are facilities in Sweden, Norway and South Korea. Biogas is CO2-efficient and lowers greenhouse gas emissions significantly when replacing fossil fuels. Biokraft has just over 110 employees and is listed on Nasdaq First North Premier Growth Market. For further information, please refer to www.biokraft.com.

Offer document and timetable

The offer document relating to the Offer is published today and is, together with the acceptance form, available on 1Vision Biogas’ website, www.1visionbiogas.se, and on Danske Bank’s website, www.danskebank.se/prospekt. The acceptance form will also be distributed to shareholders of Biokraft whose shares were directly registered with Euroclear Sweden AB on 2 February 2024. The offer document is only available in Swedish.

The acceptance period for the Offer commences on 5 February 2024 and expires on 11 March 2024. Settlement is expected to begin around 15 March 2024, provided that the condition for the Offer is fulfilled no later than around 13 March 2024.

1Vision Biogas reserves the right to extend the acceptance period and to postpone the settlement date. Extension of the acceptance period will however not postpone settlement to shareholders that already have accepted the Offer.

Compulsory acquisition and delisting

In the event 1Vision Biogas, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Biokraft, 1Vision Biogas intends to commence a compulsory acquisition procedure in respect of the remaining shares in Biokraft in accordance with the Swedish Companies Act. Insofar 1Vision Biogas becomes the owner of more than 90 per cent of the shares in Biokraft, 1Vision Biogas intends to promote a delisting of Biokraft’s shares from Nasdaq First North Premier Growth Market.

Governing law and disputes

The Offer, and any agreements entered into between 1Vision Biogas and shareholders of Biokraft in connection with the Offer, shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts and Stockholm District Court shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer.

Advisers

1Vision Biogas has engaged Danske Bank A/S, Danmark, Sverige Filial as financial adviser and Vinge as legal adviser in connection with the Offer.

Further information

For further information, please contact:

Henrikki Talvitie, Chairman of the board of 1Vision Biogas, CEO St1 Nordic Oy,

Henrikki.Talvitie@st1.com

Jan Harald Solstad, member of the board of 1Vision Biogas, Senior Partner HitecVision
Jan.Harald.Solstad@hitecvision.com

This information was submitted for publication on 2 February 2024 at 08:30 CET.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer documents be prepared or registrations effected or that any other measures be taken in addition to those required under Swedish law.

The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, 1Vision Biogas disclaims any responsibility or liability for the violations of any such restrictions by any person.

The Offer is not being made, and this press release may not be released, distributed or published, in whole or in part, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in, the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction in which the making of the Offer, the release, distribution or publication of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of 1Vision Biogas and Biokraft. Any such forward-looking statements speak only as of the date on which they are made and 1Vision Biogas has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.