Capsol Technologies ASA: Launch of private placement of NOK 75 – 100 million

Oslo, Norway – 14 February 2024


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INDIRECTLY, IN OR INTO AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, SOUTH
AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.


Oslo, 14 February 2024: Capsol Technologies ASA (“Capsol” or the “Company”)
hereby announces a contemplated private placement (the "Private Placement") of
6,000,000 - 8,000,000 new ordinary shares in the Company, each with a nominal
value of NOK 0.5 (the “Offer Shares”), to raise gross proceeds of approx. NOK 75
- 100 million (the “Offer Size”). The Company has appointed Pareto Securities AS
and SpareBank 1 Markets AS as joint lead managers and joint bookrunners in the
Private Placement (together the "Managers"). The subscription price per Offer
Share in the Private Placement will be at a fixed price of NOK 12.60 (the "Offer
Price").

The Offer Price is approximately equal to the volume weighted average price per
share over the previous 30 trading days ending on 9 February 2024, and has been
determined by the Company's board of directors (the "Board") in discussions with
the Managers following a pre-sounding of the Private Placement.

The Managers have, during the pre-sounding phase of the Private Placement,
received pre-commitments and indications from certain primary insiders, existing
shareholders and new investors (please see below) which in aggregate cover the
low end of the Offer Size range at the Offer Price in the Private Placement
(i.e. more than NOK 75 million).

The net proceeds to the Company from the Private Placement will go towards
financing strategic initiatives within new markets, new solutions and new
revenue streams, specifically; (i) establishing and running an operation in the
United States, (ii) technical and commercial development of the CapsolGT®
solution for carbon capture from gas turbines and (iii) expanding the CapsolGo®
mobile demonstration program.

Munters, the Swedish listed supplier of climate solutions, has subject to the
Conditions below, pre-committed to subscribe for, and will be allocated, the NOK
equivalent of EUR 2 million in the Private Placement. Certain primary insiders
in the Company have collectively pre-committed to subscribe for, and will be
allocated, approx. NOK 3 million in the Private Placement: NOK 200,000 from the
incoming CEO, NOK 200,000 from the current CEO, NOK 200,000 from the CFO, NOK
700,000 from the CMO, NOK 800,000 from the CCO, NOK 100,000 from the chairman of
the Board and NOK 775,000 collectively from other members of the Board. In
addition, certain existing shareholders and new investors have collectively
indicated that they will subscribe for approx. NOK 70 million in the Private
Placement.


Application period

The application period in the Private Placement will commence today, on 14
February 2024, at 09:00 CET, and is expected to close on 16 February 2024 at
16:30 CET (the "Application Period"). The Company may shorten or extend the
Application Period at any time and for any reason on short, or without, notice.
If the Application Period is shortened or extended, the other dates referred to
herein might be changed accordingly.


Allocation

The Offer Size and the allocation of Offer Shares will be determined by the
Board in consultation with the Managers after completion of the Application
Period, however so that the pre-committing investors, including Munters, will
receive full allocation. Allocation will be based on criteria such as (but not
limited to) pre-commitments and indications (please see above), existing
ownership in the Company, timeliness of the application, relative order size,
sector knowledge, perceived investor quality and investment horizon.

Notification of allocation and payment instruction is expected to be sent by the
Managers on or about 19 February 2024.


Selling restrictions

The Private Placement will be made by the Company to Norwegian and international
investors subject to applicable exemptions from relevant prospectus, filing and
other registration requirements and in accordance with Regulation (EU) 2017/1129
on prospectuses for securities and ancillary regulations as amended (the "EU
Prospectus Regulation ") and the Norwegian Securities Trading Act of 2007, and
is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933, as amended (the “US Securities
Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs),
as defined in Rule 144A under the US Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act, as well as to
“major U.S. institutional investors” as defined in Rule 15a-6 under the United
States Exchange Act of 1934.

The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000 per
investor. However, the Company may offer and allocate amounts below the NOK
equivalent of EUR 100,000 in the Private Placement to the extent applicable
exemptions from prospectus requirements, in accordance with applicable
regulations, including the Norwegian Securities Trading Act and the EU
Prospectus Regulation, are available.


Lock-ups

Members of the Company's Board and management have undertaken a six-month
lock-up on customary terms and conditions. Additionally, the Company's largest
shareholder Rederiaktieselskapet Skrim AS (with approx. 17.8% of the shares
currently outstanding) has undertaken a six-month lock-up on customary terms and
conditions.


Settlement

The payment and delivery date for the Private Placement is expected to be on or
about 21 February 2024, subject to any shortening or extensions of the
Application Period and fulfilment of the Conditions. Delivery of the Offer
Shares is expected to be made on a delivery-versus-payment ("DVP") basis
facilitated through the delivery of existing and unencumbered shares in the
Company, already admitted to trading on Euronext Growth Oslo, pursuant to a
share lending agreement (the “Share Lending Agreement”) between the Company, the
Managers and Rederiaktieselskapet Skrim. The Offer Shares will thus be tradable
on Euronext Growth Oslo immediately after the notification of allocation. The
Managers will settle the Share Lending Agreement with new shares in the Company
to be issued by the Board pursuant to an authorization to increase the share
capital in the Company in connection with the Private Placement.


Conditions for completion

Completion of the Private Placement is subject to (i) all corporate resolutions
of the Company required to implement the Private Placement being validly made by
the Company, including, without limitation, the resolution by the Board to
increase the share capital of the Company and issue the Offer Shares pursuant to
an authorization to increase the share capital in the Company granted by the
Company’s ordinary general meeting held on 24 May 2023, and (ii) the Share
Lending Agreement remaining in full force and effect (jointly the “Conditions”).


The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to notification of
allocation. Neither the Company nor the Managers will be liable for any losses
incurred by applicants if the Private Placement is cancelled and/or modified,
irrespective of the reason for such cancellation or modification.


Dilutive instruments

The Company has 4,885,500 options outstanding. Of the total, 3,857,500 options
are in-the-money with a weighted average strike price of NOK 10.32 and 1,028,000
options are out-of-the-money with a weighted average strike price of NOK 14.36.
Of the total, 2,170,833 are vested, and the remaining 2,714,667 will vest at
different intervals over the next three years. All options expire three years
after the vesting date for the option. The incoming CEO will be granted 850,000
options when she assumes her duties (expected on or about 15 February 2024).


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
carefully considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited 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 Board is
of the view that it will be in the common interest of the Company and its
shareholders to deviate from the shareholders' pre-emptive right as proposed
through the Private Placement, particularly in light of the current market
conditions. In reaching this conclusion, the Board, among other, emphasised
that:

The share issuance is 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 without the significant discount to the trading
price compared to a rights issue. It has also been taken into consideration that
the Private Placement is based on a publicly announced accelerated book building
process.

The Company has conducted an investor pre-sounding process with investors to
obtain the best possible terms for the Private Placement. The Offer Price was
determined by the Board in discussions with the Managers following a
pre-sounding of the Private Placement with certain investors who made
pre-commitments in the Private Placement.

The shares in the Company are liquid, so shares are expected to be available in
the market for shareholders whose ownership percentage is diluted by the Private
Placement and who do not wish to be diluted.


Legal advisors

CMS Kluge Advokatfirma AS acts as legal counsel to the Company, and Wikborg Rein
Advokatfirma AS acts as legal counsel to the Managers in connection with the
Private Placement.



For further information, please contact:


Ingar Bergh

Chief Financial Officer, Capsol Technologies ASA

ingar.bergh@capsoltechnologies.com

+47 926 20 330



This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.


This stock exchange release was published by Ingar Bergh, CFO, on the time and
date provided.



About Capsol Technologies ASA

Capsol Technologies is a carbon capture technology provider with a goal to
accelerate the transition to a carbon-negative future. The company’s
energy-efficient, cost-competitive and environmentally friendly solution is
licensed out either directly to customers or through industrial partners
globally. Key segments include cement, biomass, energy-from-waste, power
generation and large industrial. Capsol is targeting significant long-term value
creation with a scalable model with an ambition of 5-10% technology licensing
market share in 2030, EUR 7-12 in licensing revenue per tonnes installed
capacity and 40-60% pre-tax profit margin. Capsol Technologies is listed on
Euronext Growth Oslo, Norway (ticker: CAPSL). For more information, visit
capsoltechnologies.com.



IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.


Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, New Zealand, Canada, Japan, Hong Kong, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.


This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.


Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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.


This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 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.


This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.



In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations 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", "aim", "expect",
"anticipate", "intend", "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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

 

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