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Oslo, 8 September 2025: Reference is made to the stock exchange announcement of 25 August 2025 where the Company announced that the Board of Directors had proposed a fully underwritten rights issue of 1,033,333,333 new shares (the "Offer Shares") in the Company at a subscription price of NOK 0.03 per new share (the "Subscription Price"), raising gross proceeds of NOK 31 million in order to secure the Company's operational liquidity need for more than the next 12 months (the "Rights Issue"). The Company simultaneously sent notice to an extraordinary general meeting in the Company to be held on 8 September 2025 (the "EGM") to approve the Rights Issue, as well as the proposed board authorization to increase the share capital.
The EGM has today, in accordance with the proposals set out in the notice, resolved to increase the Company's share capital by NOK 31 million by the issuance of 1,033,333,333 new shares in Rights Issue. The commencement of the subscription period was in the EGM resolution pushed by one day due to technical conditions related to the listing of subscription rights. The EGM also granted the Board of Directors with authorization to increase the share capital to be used i.a. in connection with the issuance of the Underwriting Shares (as defined below).
Eligible Shareholders
The Rights Issue will be directed towards shareholders of the Company as of 8 September 2025, as registered in the VPS on 10 September 2025 (the "Record Date"), 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 (the "Eligible Shareholders"). Each Eligible Shareholder will be granted approximately 0.8684 transferable subscription rights ("Subscription Rights") for every existing share registered as held by such Eligible Shareholder in the VPS as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, the right to subscribe for, and be allocated, one (1) new share in the Offering at the Subscription Price. Over-subscription and subscription without subscription rights will be permitted.
Subscription Period and trading of Subscription Rights
The subscription period in the Rights Issue is expected to commence on 11 September 2025 at 09:00 hours (CEST) and expire on 25 September 2025 at 16:30 hours (CEST) (the “Subscription Period”), subject to the timely registration and publication of a national prospectus to be registered with the Norwegian Register of Business Enterprises (the "Prospectus"). The Subscription Rights will be tradable on Euronext Growth Oslo under the ticker code "ENRGT" from 11 September 2025 at 09:00 (CEST) until 19 September 2025 at 16:30 (CEST), and the Subscription Rights will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 25 September 2025 at 16:30 (CEST) or not sold before 16:30 (CEST) on 19 September 2025, will have no value and will lapse without compensation to the holder upon expiry of the Subscription Period.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Underwriters
As previously announced, an underwriting consortium has agreed to underwrite subscription of new shares for the full amount of NOK 31 million. Each underwriter in the underwriting consortium (the "Underwriters") shall receive an underwriting commission equal to 10% of their respective underwriting obligation, which shall be settled in new shares in the Company (the "Underwriting Shares") to be issued at the same subscription price as the new shares in the Rights Issue.
Allocation, payment and delivery of Offer Shares
Allocation of the new shares in the Rights Issue is expected to take place on or about 26 September 2025 pursuant to the following allocation principles:
a) Shares shall first be allocated based on Subscription Rights that have been validly exercised during the Subscription Period;
b) New shares not allocated pursuant to (a) will be allocated to holders of Subscription Rights who have subscribed for more shares than they have subscription rights for. Among these, such shares will, as far as possible, be allocated pro rata based on the number of Subscription Rights each of them has validly exercised during the Subscription Period;
c) New shares not allocated pursuant to (a) or (b) will be allocated to subscribers without Subscription Rights, at the discretion of the Board of Directors; and
d) New shares not allocated pursuant to (a), (b) or (c) will be allocated to the Underwriters.
e)
The payment date for investors allocated Offer Shares in the Rights Issue is expected to be on 29 September 2025.
Subject to timely payment in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 October 2025 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 7 October 2025. The Offer Shares are expected to be tradable on Euronext Growth Oslo from and including 7 October 2025.
Further information regarding the Rights Issue, including subscription and payment procedures and information regarding the Underwriters, are set out in the Prospectus chapter 6, which will be made available at the Manager's and the Company's websites ahead of the Subscription Period.
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.