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As previously announced, Energeia AS ("Energeia" or the "Company") is currently experiencing a very challenging liquidity situation. As of today, the Company still has close to zero available working capital to ensure its current business operations going forward even though it carried out a guaranteed share issue of NOK 25 million with a subsequent repair issue of up to NOK 27.8 million as late as in March 2025. The Board of Directors (the "Board") notes that only NOK 2 million, corresponding to approximately 7.2% of the repair issue was subscribed for, and as such, the repair issue generated insignificant interest from the Company's minority shareholders.
To execute on the Company’s project portfolio and secure Energeia’s short-term liquidity needs, the Company has today entered into a new agreement with its two main shareholders to complete a new private placement as further set out below (the “Private Placement”), with a pre-condition for participation that the Company applies for delisting of its shares from Euronext Growth Oslo. The Board has also resolved to ask the extraordinary general meeting (the "EGM") for an authorization to carry out a share buy-back of the Company's shares from minority shareholders (the "Share buy-back") and an authorisation to increase the Company's share capital to be used in connection with i.a. a subsequent offering (the "Subsequent Offering" and together with the Private Placement, the “Transaction”). The Transaction will as a whole be non-dilutive for existing shareholders if they participate with their pro-rata share in the Subsequent Offering, securing equal treatment of the Company’s shareholders. The Transaction, the Share buy-back, the board authorization to increase the Company's share capital and the delisting application is subject to approval by the EGM.
The Board has evaluated the alternatives of the Company and concluded that the only viable alternative to secure continued operations is to complete the current Transaction, however the Board wishes to emphasize that the amount of NOK 10 million of new equity is not sufficient for the Company’s working capital needs for the next 12 months. However, this is expected to keep the Company running until August 2025.
Company Update
The Company has earlier announced that the net proceeds in the private placement and subsequent offering carried out in February and March would not be sufficient to cover the liquidity needs for the next 12 months, and consequently the Company needs additional capital to ensure its operations.
It is estimated that the capital need for the next 12 months will be in the in the amount of NOK 20-25 million. This amount covers further project development in Norway as well as ordinary operations in the Netherlands.
The Company has implemented several cost-reduction measures in Norway and the Netherlands and will continue to look for areas where savings are possible. This includes both reductions in the number of employees, but other areas are also being assessed on an ongoing basis. Some of the cost reductions have already taken effect, while others will only become effective in the second half of the year.
The basis for the Norwegian business rests on the possibility of obtaining a licence from NVE for projects in the portfolio. The Company has not received any updates from NVE regarding licence applications since the last published update. NVE took two new notifications for processing in February and one notification for processing in March. On 28 April 2025 the Company announced that The Norwegian Defence Force's oppose the implementation of the “Marigaard” project. As a result, the Company has decided to withdraw the notice and stop the application process with NVE.
The installation business in the Netherlands is focusing on cost reductions and improved profitability while at the same time covering the loss in sales of solar panels. Several measures have therefore been implemented to increase sales in the other product groups. The ground-mounted plant, Drachtstwerweg, experienced higher irradiance than budgeted in the first quarter.
Given the Company's strained liquidity situation, the Board will continuously consider further measures that may include the sale of assets or structural transactions.
Further information in this regard can be found in the press releases issued on 24 April and 28 April 2025.
Private Placement
Further to the above, the Board hereby announces that it has entered into an agreement with the Company's two largest shareholders Eidsiva Vekst AS ("Eidsiva") and Obligo Nordic Climate Impact Fund AB ("Obligo") regarding a new contemplated private placement directed towards Eidsiva and Obligo, by the issuance of 500,000,000 new shares in the Company (the "Offer Shares"), at a fixed subscription price of NOK 0.02 per Offer Share (the "Offer Price"), to raise gross proceeds of NOK 10 million. Eidsiva will subscribe for 202,537,874 of the Offer Shares and Obligo will subscribe for 297,462,126 of the Offer Shares. Eidsiva and Obligo have set as a pre-condition for their participation in the Private Placement that the EGM of the Company resolves to apply for delisting of the Company’s shares from Euronext Growth Oslo.
The net proceeds to the Company from the Transaction will be used for short-term working capital needs.
Eidsiva and Obligo have pre-committed to subscribe for the Offer Shares. The completion of the Private Placement and the issuance of the Offer Shares is subject to approval by an extraordinary general meeting of the Company to be held on 16 May 2025, please find further information below.
Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is expected to be NOK 22,384,306.24 comprising 1,119,215,312 shares, each with a nominal value of NOK 0.02.
Equal treatment considerations and subsequent repair offering
The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Securities Trading Act and Euronext Growth Rulebook Part II. The Board is of the opinion that the Private Placement is in compliance with these requirements and guidelines. The Company has an urgent need of capital in order to fulfil its obligations, and by structuring the equity raise as a private placement towards the two largest shareholders, the Company is able to raise capital in an efficient manner, at lower costs and with a significantly reduced risk of completion. The Board of Directors also notes that a limited number of shareholders chose to participate in the subsequent offering carried out in March 2025. On the basis of the above, and taking into account that a repair offering will be carried out subsequent to the Private Placement and the Share buy-back (see below), the Board is of the opinion that the Private Placement is in the common interest of the Company and its shareholders.
Acquisition of own shares – share buy-back
In order to provide the Board with flexibility with regards to the Company's further strategy and organization, the Board has proposed to carry out a Share buy-back of the Company's own shares at the same price as the subscription price in the Private Placement of NOK 0.02. Subject to approval from the EGM, the Share buy-back is expected take place shortly after completion of the Private Placement and will be directed towards all shareholders of the Company, except for Obligo and Eidsiva (the "Minority Shareholders"). The background for the Share buy-back is to provide the great number of Minority Shareholders holding limited values in the Company, and who does not want to continue being a shareholder in the Company, with an exit opportunity should the EGM resolve to apply for a delisting of the Company's shares as requested by Eidsiva and Obligo. However, the Board would like to emphasize that all Minority Shareholders are most welcome to continue as shareholders of the Company also in the event of a delisting.
The maximum number of shares that the Company can acquire through the Share buy-back is 110,221,648, corresponding to approx. NOK 2.2 million. The intention is to cancel the repurchased shares after the Share buy-back. Such cancellation will require a resolution by the general meeting to reduce the share capital and the satisfaction of the statutory conditions for completing a reduction of the share capital.
On the basis of the above, the Board has asked the EGM for an authorization to acquire the Company's own shares, please refer to the notice of EGM attached hereto.
Board authorization to increase share capital
The Board has also proposed for the EGM to issue an authorization to increase the Company's share capital by up to 50%. The Board will use the authorization i.a. to carry out a subsequent offering in order to mitigate the dilutive effect of the Private Placement for existing shareholders who are not invited to participate in the Private Placement and who do not accept the Share buy-back (if approved by the EGM). The Board intends to determine the record date for such subsequent offering after completion of the Share buy-back and will provide further information at that point in time.
As of the date hereof, there is however great uncertainty as to how many shareholders will accept the Share buy-back (if approved by the EGM) and consequently how many new shares that must be issued in a subsequent offering in order for existing shareholders to maintain their pro rata number of shares. The Company will come back with further information in this regard following completion of the Share buy-back.
Due to the Company's challenging financial situation, the Board has proposed that the authorization may also be used for other purposes than a subsequent offering. Please refer to the EGM notice attached hereto for further information.
Delisting of the Company's shares on Euronext Growth Oslo
Based on the pre-conditions set forth by Eidsiva and Obligo, the Board of Directors has decided to propose to the EGM that the Company's shares are delisted from Euronext Growth Oslo. The Company has not been successful in attracting new capital as a listed company, its shares are currently traded well below the minimum market value requirement as set out in Euronext Growth Rulebook Part II section 2.1.5.6. In addition, a continued listing is considered resource-intensive and constitute a disproportionate burden on the Company's limited administration. Continued listing is an additional cost for the Company, already facing a demanding financial situation. Please refer to the notice of EGM attached hereto for further information.
Notice of EGM
In order to resolve the Private Placement, the Share buy-back, the Board authorization and the delisting from Euronext Growth Oslo, an Extraordinary General Meeting will be held in the offices of Energeia AS with registered address at Cort Adelers gate 33, 0254 Oslo, on 16 May 2025 at 09:00 CEST. Please find attached the notice for the meeting including a proxy form.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Jarl Egil Markussen, Chief Executive Officer, at Energeia AS on the date and time provided.