NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 17 February 2022. Otovo AS ("Otovo" or the "Company") has retained Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, as Joint Bookrunners (together, the “Managers”) to advise on and effect a private placement of a number of new shares in the Company (the “Offer Shares”) in order to raise up to NOK 300 million (the “Private Placement”).
The Company intends to use the net proceeds from the Private Placement to enter six new countries and invest in organization, marketing and technology.
The following primary insiders have pre-committed to subscribe for Offer Shares in the Private Placement:
- Axel Johnson AB (the largest shareholder in Otovo with an ownership of 20.06%), has pre-subscribed for its pro-rata share in the Private Placement.
- Obos BBL (with an ownership of 3.49%) has pre-subscribed for its pro-rata share in the Private Placement.
- Nysnø Klimainvesteringer AS (with an ownership of 7.39%) has pre-subscribed for its pro-rata share in the Private Placement.
The price per Offer Share (the “Offer Price”) and the number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period in the Private Placement will commence today, 17 February 2022 at 16:30 hours CET and is expected to close on 18 February 2022 at 08:00 hours CET. The Managers and the Company may, however, at any time in their sole discretion and on short notice resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
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Highlights:
• Otovo seeks to raise up to NOK 300 million to accelerate entry to six new markets, as part of the strategy to become the clear no. 1 solar player in Europe
• Otovo has a proven track record of scaling to new European markets and gaining market share quickly with consistent volume growth
• Otovo is seizing the unique opportunity to take a leading position in new markets on the back of high energy prices and regulatory tailwinds, leveraging its scalable business model and proven capabilities
– We are increasingly confident in our ability to launch in new markets. Poland, Italy and Germany were launched in 12 months. We are present in seven countries, and have six to eight additional attractive markets in our sights for the next year, year-and-a-half, says Otovo’s Chief Executive Officer, Andreas Thorsheim.
– Our competitors are typically single-market players. We are probably the fastest-growing player in the market, and we aim to be the first to have a full continental, pan-European presence. The idea is that the new markets will enable us to grow even faster, get increased volume advantages, unlock unique partnerships, reduce cost of capital for our subscription business and close attractive equipment deals, says Thorsheim
The Board of Directors intends to carry out an uplisting from Euronext Growth to the Oslo Stock Exchange main list or equivalent within 12 months.
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The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Conditional allocation of the shares in the Private Placement will be determined at the end of the bookbuilding period, and final allocation will be made by the Board at its sole discretion, following advice from the Managers.
The Company will announce the final offer price and the number of Offer Shares conditionally allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Oslo Stock Exchange on 18 February 2022.
Settlement of the Private Placement will be on or about 1 March 2022 (second trading day after the EGM, as defined below). The Offer Shares are expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement between the Company, Arctic Securities AS (on behalf of the Managers) and certain existing shareholders, in order to settle the Offer Shares through a delivery versus payment transaction. The share loan will be settled with new shares in the Company to be issued following, and subject to, approval by an extraordinary general meeting in the Company to be held on or about 25 February 2022 (the “EGM”). The first day of trading for the Offer Shares is expected on or about 25 February 2022 after a stock exchange notice regarding the approval of the share issue by the EGM has been published.
The completion of the Private Placement is subject to necessary corporate resolutions, including the approval of issuance of the Offer Shares by the EGM. Existing shareholders being allocated shares in the Private Placement undertake to vote in favour of the approval of issuance of shares in the Private Placement. The Board reserves the right to cancel the Private Placement at any time and for any reason prior to delivery of the Offer Shares. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act and section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and deems that the proposed Private Placement is in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. The Board will therefore propose to the EGM that the shareholders' preferential rights to subscribe for the new shares will be deviated from. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. Advokatfirmaet Thommessen AS is acting as a legal advisor for the Company in connection with the Private Placement.
For further information, please contact:
Andreas Thorsheim, Chief Executive Officer
Phone: +47 93 06 51 78
Lars Ekeland, Acting Chief Financial Officer
Phone: +47 91 60 70 53
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About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and qualified energy installers. The company uses its proprietary technology to analyze the potential of any home and finds the best price and installer for customers based on an automatic bidding process between available installers.
Follow us on investor.otovo.com for reports, financial calendar, contact details, and more.
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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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
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", "aims", "expect", "anticipate", "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 believes 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 its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. You should not place undue reliance on the forward-looking statements in this announcement.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed.
This announcement is for information purposes only. It does not purport to be complete, and it 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 their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.