NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA 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.
Oslo, 22 May 2025
Reference is made to the stock exchange announcement by Energeia AS (the "Company") on 16 May 2025 where it was announced that the extraordinary general meeting (the "EGM") had granted the Board of Directors (the "Board") with an authorisation to acquire the Company's own shares.
The authorisation has now been registered with the Register of Business Enterprises and the Board has today resolved to carry out the previously announced share buy-back offer directed towards the Company's shareholders, except Obligo Nordic Climate Fund AB and Eidsiva Vekst AS, (the "Minority Shareholders") for a nominal amount of up to NOK 2,204,432.96 (the "Share Buy-back").
The Share Buy-back is based on the Company's demanding liquidity situation and that the Board has observed that only a limited number of shareholders have participated in recent capital raising processes. Accordingly, it appears to be limited ability or willingness amongst the Minority Shareholders to participate in any further financing of the Company. Furthermore, there is limited trading in the Company's shares on Euronext Growth Oslo, and the Share Buy-back will provide shareholders in the Company who do not wish to continue to own shares, or who cannot or do not wish to own shares in an unlisted company should Euronext Oslo approve the delisting application as submitted on 16 May 2025, with an opportunity to sell their shares. However, and as previously stated, the Board would like to emphasize that all shareholders are most welcome to continue as shareholders of the Company.
The offer price for each share will be NOK 0,02 corresponding to the subscription price in the private placement raising gross proceeds of NOK 10 million and as approved by the EGM on 16 May 2025 (the "Private Placement").
The acceptance period will commence today, on 22 May 2025 at 09:00 and end on 5 June 2025 at 16:30 (CEST). An information letter and an acceptance form in relation to the Share Buy-back will be distributed to the Minority Shareholders.
Any Minority Shareholder wanting to accept the Share Buy-back, either for all or a part of their shares, needs to complete the acceptance form and return it to the Company in accordance with the instructions set out in the acceptance form and in the information letter by no later than at 16:30 (CEST) on 5 June 2025 (the ("Expiration Date"). Any acceptance form that is not correctly or lawfully completed or that is received after the Expiration Date, can be rejected without further notice.
The Company has engaged DNB Bank ASA to assist with the settlement of the Share Buy-back, expected to take place within 7 days following the Expiration Date.
For further information, please contact:
Jarl Egil Markussen, CEO, e-mail: jarl@energeia.no and tel: +47 480 23 214
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.