Kyoto Group AS - Private placement completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Lysaker, 10 January 2023: Reference is made to the stock exchange release from Kyoto Group AS (“Kyoto” or the “Company”) published earlier today regarding a contemplated private placement of new shares in the Company (the "Private Placement").
Following close of the bookbuilding period, the Company is pleased to announce that the Private Placement has been successfully placed, and that its Board of Directors has allocated subscriptions for 3,428,571 offer shares (the "Offer Shares") at a subscription price of NOK 17.50 (the "Offer Price"), raising NOK 60 million in gross proceeds.
Arctic Securities AS and Fearnley Securities AS (the "Managers") acted as managers in connection with the Private Placement.
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.
Settlement of the New Shares is expected to take place on or about 23 January 2023. The Managers are expected to pre-pay the total subscription amount in the Private Placement in order to facilitate delivery-vs-payment settlement, however, the allocated Offer Shares will not be delivered to, nor will they be tradable by the relevant applicant before the registration of the share capital increase pertaining to the Offer Shares has taken place.
Notification of conditional allocation, including settlement instructions, are expected to be distributed by the Managers on or about 11 January 2023.
The following persons discharging managerial responsibilities ("PDMRs") and close associates to PDMRs have been allocated the following number of Offer Shares in the Private Placement:
- Valinor AS, a close associate of the board member Pål Selboe Valseth, was allocated a total of 488,600 shares
- Hydro Energi Invest AS, a close associate of the board member Ivar Valstad, was allocated a total of 285,714 shares
- Bjarke Buchbjerg, Chief Technology Officer of the Company, was allocated a total of 1,428 shares
- Henrik Holck-Clausen, Chief People & Culture Officer of the Company, was allocated a total of 4,285 shares
- Tim de Haas, Chief Commercial Officer of the Company, was allocated a total of 5,714 shares
- Agnieszka Sledz, Chief Project Officer of the Company, was allocated a total of 17,142 shares
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.
Subsequent offering and equal treatment considerations
The Board will propose to the EGM to carry out a subsequent offering of up to 500,000 shares at a subscription price equal to the Offer Price raising gross proceeds of up to NOK 8,750,000 to its existing shareholders as of close of trading 10 January 2023, as subsequently recorded in the VPS on 12 January 2023, who were (i) not allocated shares in the Private Placement, (ii) who were not actively involved in the presounding for the Private Placement and (iii) who 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. The subsequent offering is subject to approval of the EGM.
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. By structuring the transaction as a private placement with a subsequent offering, the Company was able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
Arctic Securities AS and Fearnley Securities AS acted as managers for the Private Placement. Advokatfirmaet Wiersholm AS acted as legal counsel to Kyoto.
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 the time set out herein.
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.