Everfuel A/S: Private Placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, 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.

Reference is made to the press release published by Everfuel A/S (“Everfuel” or the “Company”) on 19 October 2020 regarding the Company's contemplated private placement (the “Private Placement”) and application for admission to trading on Merkur Market (the “Listing”).

The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 13,200,000 new shares in the Company (the “New Shares”) at a price of NOK 22 per share (the “Purchase Price”), raising gross proceeds of approximately NOK 290 million.

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality investors and was multiple times oversubscribed. Three cornerstone investors have subscribed for and been allocated New Shares for a total amount of NOK 120 million, including NOK 55 million from Saga Tankers, NOK 45 million from Luxor Capital Group, and NOK 20 million from BankInvest.

The net proceeds will be used to expand 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 organization and general corporate purposes.

“We are truly excited by the positive response from investors who support our vision of zero emission mobility across Europe fueled by green hydrogen”, said Jacob Krogsgaard, the CEO and founder of Everfuel. “We will now put the capital to good use by connecting the hydrogen value chain from safe production and distribution to fueling of competitive green hydrogen at scale under long-term contracts to our end-customers’ fleets of buses, trucks and taxis.”

Following the completion of the Private Placement, the largest shareholder E.F Holding, owned by the CEO Jacob Krogsgaard and members of the executive management, will own approximately 68% of the share capital of the Company.

Members of the Company's management and board, E.F. Holding, NEL Fuel AS, as well members of the board of directors, have entered into customary lock-up arrangements with the Manager (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, sell or dispose of shares, as applicable, for a period of twelve months.

Completion of the Private Placement is subject to (i) the 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, (ii) payment being received for the New Shares, and registration of the share capital increase in the Danish Business Authority, and (ii) the New Shares being recorded in the VPS. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.

The Company will have 73,200,000 shares outstanding following completion of the Private Placement.

Allocation to investors will be communicated on or about 21 October 2020. The New Shares are expected to be settled by the Manager on a delivery-versus-payment basis on or about 28 October 2020 following the registration of the new share capital in the Danish Business Authority and the recording of the New Shares in VPS. The delivery-versus-payment settlement of the New Shares in the Private Placement is facilitated by a pre-funding agreement to be entered into between the Company and the Manager.

The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, having its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, currently anticipated on or about 29 October 2020.

Advisors:

SpareBank 1 Markets AS acts as Sole Manager and Bookrunner in the Private Placement. Advokatfirmaet Thommessen AS and Kromann Reumert are acting as legal advisors to the Company.

For more information, please contact:

Jacob Krogsgaard, Chief Executive Officer

+45 2871 8945

Anders Bertelsen, Chief Financial Officer

+45 2135 4303

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 integrated hydrogen fuel company in 2019 as a 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 and private cars.

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

More information: 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.

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