Kyoto Group AS - Contemplated private placement
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Lysaker, 10 January 2023: Kyoto Group AS (“Kyoto” or the “Company”) today announces a private placement of new shares in the Company in order to raise gross proceeds of NOK 45-65 million (the "Private Placement").
Kyoto has engaged Arctic Securities AS and Fearnley Securities AS (together, the “Managers”) to advise on and effect the contemplated Private Placement of new shares in the Company (the "New Shares"). The number of shares to be issued in the Private Placement and the price per New Share (the "Offer Price") will be determined by the board of directors of the Company (the "Board") on the basis of an accelerated bookbuilding process to be conducted by the Managers.
The net proceeds from the Private Placement will be used to cover the Company’s liquidity needs, including for pre-ordering of long lead-time items for production of Heatcube, continued market expansion and the related upscaling activities, building project execution capacity combined with partnering setups and general corporate purposes.
The minimum amount of the capital raise will not be sufficient to fund all of the company's planned growth activities set out above, and depending on the final amount of capital raised in the private placement and a possible subsequent offering, the company may need to prioritize which initiatives to pursue or to find additional sources of financing.The following investors and close associates of primary insiders have, subject to certain conditions, committed to apply for and will be allocated New Shares in the Private Placement (the "Pre-committing Investors"):
- Valinor AS has pre-committed to subscribe for a number of New Shares equal to NOK 8.55 million in the Private Placement.
- Hydro Energi Invest AS has pre-committed to subscribe for a number of New Shares equal to minimum NOK 3.6 million in the Private Placement.
- KM New Energy AS has pre-committed to subscribe for a number of New Shares equal to NOK 15 million in the Private Placement.
- Racon Capital Partners has pre-committed to subscribe for a number of New Shares equal to NOK 5 million in the Private Placement.
- Altitude Capital has pre-committed to subscribe for a number of New Shares equal to NOK 5 million in the Private Placement.
Certain of the agreements provide for larger investments and allocations in the event that the Private Placement is completed at the upper level of the size range.
In addition, members of Kyoto Executive Leadership have signalled that they will exercise their right to acquire an aggregate of 75,000 shares under the Company's share incentive program, subject to applicable laws and regulations.
The bookbuilding period in the Private Placement will commence today, 10 January 2023, at 16:30 hours CET and close on 11 January 2023 at 08:00 hours CET. The Company may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129) are available, including to employees and directors of the Company and the Company group.
Allocation of New Shares will be determined by the Board, at its sole discretion, in consultation with the Managers, following the expiry of the bookbuilding period.
Settlement of the New Shares is expected to take place on or about 23 January 2023 on a delivery versus payment basis by delivery of listed shares facilitated by a pre-funding agreement expected to be entered into between the Company and the Managers.
The Completion of the Private Placement is conditional upon (i) necessary corporate resolutions by the Company to consummate the Private Placement and allocate the New Shares, including final approval by the Board of the Private Placement and the resolution by an extraordinary general meeting of the Company expected to be held on 18 January 2023 (the "EGM") to resolve the share capital increase pertaining to the New Shares, and (ii) the share capital increase pertaining to the New Shares being registered with the Norwegian Register of Business Enterprises and the New Shares having been validly issued in the VPS. The Company may, in its sole discretion and in consultation with the Managers, cancel the Private Placement, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
The members of the Company's Executive Leadership and Board have agreed to a 6 month lock-up, subject to customary exemptions.
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the New Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current challenging market conditions and the time and costs of alternative methods of securing the desired funding currently available to the Company. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.
The Company may, subject to completion of the Private Placement and certain other conditions, consider to conduct a subsequent repair offering of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards (i) eligible shareholders in the Company as of the end of trading today, 10 January January 2023 (and as registered in the VPS as of the end of 12 January 2023) who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Subsequent Offering”). Launch of a Subsequent offering will require approval by the EGM of the Company and a publication of a prospectus to be prepared by the Company. The subscription price in a Subsequent Offering will be identical with the Offer Price in the Private Placement. The Subsequent Offering will be subject to approval by the EGM and the publication of a prospectus.
For more information, please contact:
Håvard Haukdal, Kyoto Group CFO
+47 48 10 65 69
About Kyoto Group
Heat accounts for half of industrial energy consumption. Traditionally, nearly all of it is based on fossil fuels. Kyoto Group's Heatcube, a thermal energy storage (TES) solution, provides a sustainable and cost-effective alternative by capturing and storing abundant but variable energy from sources such as solar and wind. Founded in 2016, Kyoto Group is headquartered in Oslo, Norway, and has subsidiaries in Spain and Denmark. The Kyoto share is listed on Euronext Growth (ticker: KYOTO).
More information on www.kyotogroup.no
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 the Norwegian Securities Trading Act. This stock exchange notice was published by Håvard Haukdal, CFO of the Company, on 10 January 2023 at 16:30 CET.
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. 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 Managers nor any of their 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 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.