NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.
Reference is made to the stock exchange announcement published earlier today on 13 May 2024 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"), where Skandinaviska Enskilda Banken AB (publ) has acted as financial advisor and bookrunner (the "Manager").
Ensurge is pleased to announce that the Private Placement has been successfully placed through an allocation of 54,775,545 Offer Shares at a subscription price of NOK 1.55 per Offer Share (the "Subscription Price") for total gross proceeds of NOK 84,902,095. The final number of Offer Shares and the Subscription Price was determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The private placement was three times oversubscribed.
The net proceeds from the Private Placement will be used fund the Company’s operations, with focus on Go-To-Market activities and production ramp up. Over the next 6-9 months Ensurge expects significant funding from customers and technology partners to complement this equity funding.
The share issue and associated share capital increase in the Private Placement has been resolved by the Board pursuant to an authorization to issue new shares granted by the extraordinary general meeting of the Company on 19 March 2024 (the “Authorization”). Following completion of the Private Placement, the Company’s share capital will be NOK 302,731,644 divided into 605,463,288 shares, each with a par value of NOK 0.50.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation relevant approvals and resolutions by the Board and the Company's general meeting, as applicable, and (ii) the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises ("NRBE")) and delivered in the VPS.
Settlement of the Offer Shares is expected to take place on or about 16 May 2024 on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs, facilitated by share lending agreements entered into between the Company, the Manager and Robert Keith and Andreas Holding AS, respectively. The Offer Shares issued pursuant to the Authorization will be used to settle the share borrowings. The Offer Shares delivered to the subscribers will be tradable after notification of allocation, expected to occur on or about 14 May 2024. Up to 3,387,968 of the Offer Shares will only be listed following approval by the Norwegian Financial Supervisory Authority of a prospectus. However, as the share lenders have agreed to lend out an amount of shares equivalent to the Offer Shares, all Offer Shares subscribed for will be tradeable from allocation, while up to 3,387,968 of the shares redelivered will only be tradeable after approval of the prospectus.
Equal treatment considerations
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the Private Placement is in compliance with these requirements. The Board holds the view that it is 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. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will propose to carry out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below)
The Subsequent Offering
The Board will further call and propose to an extraordinary general meeting, to be scheduled for on or about 6 June 2024, that a subsequent offering of new shares in the Company is carried out at a subscription price per share equal to the Subscription Price in the Private Placement (the "Subsequent Offering"). The maximum amount of the Subsequent Offering would be NOK 21,250,000. The Subsequent Offering would be subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions, including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of a Prospectus by the Norwegian Financial Supervisory Authority. A Subsequent Offering would be directed towards existing shareholders in Ensurge as of 13 May 2024, as registered in Ensurge's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) did not accept the request to be wall-crossed in the market sounding phase of the Private Placement; (ii) are not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after registration or publication of the Prospectus. Ensurge will issue a separate stock exchange notice with the key information relating to the Subsequent Offering.
About Ensurge Micropower
Ensurge is Energizing Innovation(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things. The company's state-of-the-art manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of Ensurge technology to established and expanding markets.
Advisors
Skandinaviska Enskilda Banken AB (publ) is acting as financial advisors and bookrunner in connection with the Private Placement. Ræder Bing advokatfirma AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager.
For more information, please contact:
Lars Eikeland - Chief Executive Officer
E-mail: lars.eikeland@ensurge.com
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 release was published by Ståle Bjørnstad, VP, Corporate Development and IR, on 13 May 2024 at 23:30 CET.
Important information:
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities 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 2017/1129 as amended 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 (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 for 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.
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", "expect", "anticipate", "strategy", "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 investment levels and need for the Company’s services, 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and 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 in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
