NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER
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, 14 October 2021
Reference is made to the stock exchange release from Carbon Transition ASA
("Carbon Transition" or the "Company") published on 13 October 2021 regarding
launch of a private placement. Carbon Transition announces today that it has
raised approximately NOK 35 million in gross proceeds through a private
placement (the "Private Placement") of 26,938,067 new shares (the "New Shares"),
at a price per share of NOK 1.3 (the "Subscription Price"). The Private
Placement took place through an accelerated bookbuilding process managed by
SpareBank 1 Markets AS as Bookrunner (the "Manager") after close of markets on
13 October 2021. The placement was oversubscribed. However, taken into account
the subscription price, the Board has decided to limit the equity issue to the
minimum amount of the volume range.
The net proceeds of the Private Placement will be used to strengthen the
company's cash holdings and ability to do new investments following on from the
Company's investment in CO2 Capsol AS ("CO2 Capsol"), as announced by the
Company 12 October 2021.
The Private Placement consists of two separate tranches: Tranche 1 with
21,282,205 Offer Shares (representing approx. 10% of the outstanding shares in
the Company ("Tranche 1" and the "Tranche 1 Offer Shares", respectively), and a
second tranche with 5,655,862 Offer Shares ("Tranche 2" and the "Tranche 2 Offer
The Tranche 1 Offer Shares are expected to be settled though a delivery versus
payment ("DVP") transaction on a regular T+2 basis by delivery of existing and
unencumbered shares in the Company that are already listed on Euronext Expand
Oslo, pursuant to a share lending agreement between the Company, the Manager and
Investeringsfondet Viking AS (the "Share Lender"), and the allocated Tranche 1
shares are accordingly expected to be tradeable on 14 October 2021 (T).
Issuance of the New Shares in Tranche 2 of the Private Placement is conditional
upon (i) the approval by the shareholders of the Company in an extraordinary
general meeting to be held on or around 4 November 2021 with respect to the
Tranche 2 Offer Shares and (ii) payment being received for the New Shares in
Tranche 2 (jointly the "Conditions"). Completion of Tranche 1 is not conditional
upon completion of Tranche 2, and subscription of shares under Tranche 1 will
remain final and binding and cannot be revoked or terminated if Tranche 2 is not
Payment date for Tranche 2 is expected to occur on or about 5 November 2021
following approval by an extraordinary general meeting in the Company of the
issuance of the New Shares under Tranche 2 (the "EGM").
Delivery of the Tranche 2 Offer Shares will take place as soon as practicably
possible after the EGM and following registration of the share capital increase
pertaining to the Tranche 2 Offer Shares with the Norwegian Register of Business
Enterprises and issuance of the Tranche 2 Offer Shares with the VPS, expected to
occur on or about 8 November 2021.
Following allocation of New Shares, the board of directors of Carbon Transition
(the "Board") has utilized its authorization to issue 21,282,050 New Shares in
Tranche 1. The shares have been resolved at the Subscription Price. The Board
has considered the Private Placement in light of the equal treatment obligations
under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014
and is of the opinion that the contemplated transaction is in compliance with
these requirements. The Board has considered alternative structures for the
raising of new equity. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company expects to be in
a position to complete the share issue in today's market conditions in an
efficient manner to strengthen the company's cash holdings and ability to do new
investments following on from the Company's investment in CO2 Capsol, as
announced by the Company 12 October 2021, at a higher subscription price than
would have been the case for a rights issue. The Board has in particular noted
that the minimum subscription amount has been guaranteed by certain shareholders
on 11 October 2021 (and later reconfirmed on 13 October 2021), at a subscription
price at a 10.2% premium to the closing price 11 October 2021. In the assessment
it has also been taken into consideration that the Private Placement is subject
to a publicly announced book -building process. Hence, the Board has considered
that no subsequent repair offering will be made.
Following registration of the New Shares pertaining to Tranche 1, the Company
will have a share capital of NOK 234,104,255, divided into shares, each with a
par value of NOK 1. Subject to and following registration of the New Shares
pertaining to Tranche 2, the Company will have a share capital of NOK, divided
into 239,760,117 shares, each with a par value of NOK 1.
Ronny Bøhn, CEO
+47 905 58 517
Nils Haugestad, CFO
+47 977 04 439
About Carbon Transition ASACarbon Transition ASA ("CARBN") is an investment company listed on Euronext
Expand. CARBN has a strategy to invest in companies and technologies which
contribute to significant reductions of carbon emissions. The Company may also
invest more broadly in the "energy transition" space. CARBN has a legacy seismic
business operating under the name Axxis Geo Solutions, with both an ocean-bottom
seismic contract business and a multi-client data library.
More information on www.axxisgeo.com
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful absent registration, or an
exemption from registration or qualification under the securities laws of any
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
This document is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Carbon Transition does not intend to register any part of the offering in
the United States or to conduct a public offering in the United States of the
shares to which this document relates.
The Manager is acting for Carbon Transition in connection with the Private
Placement and no one else and will not be responsible to anyone other than
Carbon Transition for providing the protections afforded to their respective
clients or for providing advice in relation to the Private Placement or any
transaction or arrangement referred to in this press release.
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
This stock exchange notice was published by Nina Midtlie, Group Financial
Director of Carbon Transition ASA, on 14 October 2021 at 07:00 CEST.
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