OSLO, Norway – October 22nd, 2025 - Agilyx ASA (OSE: AGLX: OTCQX: AGXXF: ISIN: NO0010872468: WKN: A2QGQ) ("Agilyx" or the "Company") references the October 13, 2025 stock exchange notice regarding the closing and financing of Agilyx' acquisition of approximately 44% of the issued shares in GreenDot Global S.à.r.l. ("GreenDot"), for a consideration of EUR 52 million in a combination of shares and cash.
In connection with Agilyx’ investment in GreenDot, the Company raised a EUR 20 million subordinated shareholder loan (the "Shareholder Loan") and announced that the intention was to replace the Shareholder Loan with other subordinated debt. Today, Agilyx announces that it intends to issue minimum EUR 20 million subordinated convertible bonds (the "Convertible Bond Issue" and the bonds issued thereunder, the "Convertible Bonds") to replace the Shareholder Loan. The maximum amount of the Convertible Bond Issue is set to EUR 40 million. The lenders under the Shareholder Loan have irrevocably committed to converting their part of the Shareholder Loan to Convertible Bonds. Any proceeds from the Convertible Bond Issue in excess of the already subscribed EUR 20 million will be used to improve the Company’s liquidity and for general corporate purposes.
The application period for the Convertible Bonds starts today, 22 October 2025 at 09:00 CEST, and ends on 24 October 2025 at 16:30 CEST, and may be extended at the Issuer’s sole discretion.
The Convertible Bonds will, in accordance with their terms, be convertible into shares of the Company (the "Shares"), and are expected to mature on 30 June 2028.
The Issuer will convene an extraordinary general meeting of its shareholders to be held on or around 18 November 2025 to seek a resolution to make the Convertible Bonds convertible into Shares while disapplying shareholders' preferential rights. The 3 largest shareholders of the Issuer, Saffron Hill Ventures 3 LP, Saffron Hill Ventures 2 LP, and Skandinaviska Enskilda Banken AB (nominee for Svelland Capital), representing 53.99% of the share vote, have irrevocably committed to vote in favor of the Shareholder Resolution. If the Shareholder Resolution is not passed by the required majority at the extraordinary general meeting, the Convertible Bonds will not be issued.
Key Terms of the Convertible Bonds
•Minimum amount: EUR 20 million
•Maximum amount: EUR 40 million
•Status: Subordinated
•Maturity Date: 30 June 2028
•Settlement Date: Expected to be 20 November 2025
•Coupon Rate: Fixed coupon expected to be between 8% and 10%, payable semi-annually, settled with additional bonds (PIK interest)
•Reference Price: VWAP of the Company’s shares on 22, 23 and 24 October 2025
•Conversion Premium: Expected to be 20%
•Conversion Price: The product of (1 + Conversion Premium) and the Reference Share Price
•Conversion Price Reset: Yes, the Convertible Bonds will include a reset mechanism designed to maintain fair conversion conditions for Convertible Bond investors in the event of a capital raise during the first 18 months after Settlement Date
•The Convertible Bonds will be non-callable and will include customary Euromarket adjustment provisions for convertible securities, including anti-dilution provisions and other adjustment mechanisms that are standard in the convertible bond market
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA, (the "Managers") are acting as managers for the Convertible Bond issuance.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Agilyx
Agilyx ASA is a leading global investment platform supporting the development of plastic waste feedstock supply to the recycling industry. Through its 44% stake in GreenDot Global, Europe’s largest waste plastic recycling platform, generating over EUR 400 million in annual revenues, Agilyx gains access to large volumes of post-use plastic and advanced sorting and recycling infrastructure in Germany, Austria, and Italy, helping supply critical European-sourced feedstock to the European advanced recycling markets. Through Cyclyx, its (50%) joint venture with ExxonMobil (25%) and LyondellBasell (25%), Agilyx supports the collection and processing of post-use plastic waste into custom-formulated, high-quality feedstock solutions for global plastic producers. Agilyx markets Styrenyx, its proprietary advanced recycling technology, to recycle polystyrene waste into recycled styrene monomers for reuse in new, high-quality products. By enabling the shift from a linear “make-take-waste” model to a circular economy, Agilyx helps solve the crisis of plastic waste and supports the global transition to a low-carbon future.
Inquiries: investors@agilyx.com
Learn more at: www.agilyx.com
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