Amersfoort, The Netherlands – 12 March 2024
Reference is made to the announcement by Envipco Holding N.V. (“Envipco” or the
“Company”) earlier today regarding a contemplated private placement (the
“Offering”). The Company is pleased to announce that it has raised NOK 300
million in gross proceeds through the Offering, which received strong interest
from both existing shareholders and new institutional investors. Pursuant to the
Offering, 6,000,000 new ordinary shares in the Company (the “Offer Shares”) will
be issued at a price per Offer Share of NOK 50 (the "Offer Price").
The Company continues to deliver on its European growth strategy and is well
positioned to win target share of new market opportunities. Hence, the Company
intends to use the net proceeds from the Private Placement to (i) strengthen the
Company’s footprint to capitalize on new market opportunities, (ii) working
capital, (iii) M&A, and (iv) general corporate purposes.
The Board has resolved to initiate an up-listing to Oslo Børs (the main list on
the Oslo Stock Exchange) and aim to complete such listing within the next 12
months.
The Company's shares are listed on Euronext Amsterdam and Euronext Growth Oslo,
under the ticker ENVI and ENVIP, respectively. The shares issued and delivered
in the Offering will be included and registered in Euroclear Netherlands, but
transferred and registered in the Norwegian Central Securities Depository (the
“VPS”) and will not be tradable on Euronext Amsterdam unless subject to a
registration process through Euroclear Netherlands, the central security
depositary in the Netherlands.
The allocated Offer Shares are expected to be settled through a delivery versus
payment transaction by delivery of existing and unencumbered shares in the
Company that are already listed pursuant to a share lending agreement entered
into between Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (the
"Managers"), the Company, Mr. Gregory Garvey and Gregory Garvey Family
Investments LLC (an entity controlled by Mr. Garvey), which shares are included
and registered in Euroclear Netherlands, the central security depository in the
Netherlands, but will be transferred and registered in the VPS. First day of
trading in the allocated shares in the Private Placement on Euronext Growth Oslo
is expected on 13 March 2024. Further settlement details will be communicated by
the Manager.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the rules on equal treatment of
Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo
Stock Exchange's guidelines on the rule of equal treatment, and is of the
opinion that the proposed Offering is in compliance with these requirements. By
structuring the transaction as a private placement, the Company was in a
position to raise capital in an efficient manner, with a lower discount to the
current trading price and with significantly lower completion risks compared to
a rights issue. In addition, the Offering was subject to marketing through a
publicly announced bookbuilding process and a market-based offer price should
therefore be achieved. On this basis and based on an assessment of the current
equity markets, the Board has considered the Offering to be in the common
interest of the Company and its shareholders.
On the basis of the above and taking into consideration that the Offer Price
represents a limited discount compared to the recent trading price and a premium
to the trading price of the Company over the past months, the Board has resolved
not to conduct a subsequent offering directed towards shareholders who did not
participate in the Offering.