Kyoto Group AS: Launch of Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Oslo, 2 February 2023: Reference is made to the stock exchange notice from Kyoto Group AS ("Kyoto" or the "Company") on 11 January 2023 with key information in relation to a subsequent offering of up to 500,000 new shares (the “Subsequent Offering”) at a subscription price of NOK 17.50 per share (the "Offer Price"). The Offer Price is similar as the offer price in the private placement of new shares that was successfully placed on 10 January 2023 (the "Private Placement").
The Company has decided to proceed with the Subsequent Offering, which may raise total gross proceeds of up to 8,750,000. The Subsequent Offering will be directed towards existing shareholders in the Company as of the end of trading on 10 January 2023, as registered in Euronext Securities Oslo ("Euronext VPS") on 12 January 2023 ("Record Date"), who (i) not allocated shares in the Private Placement, (ii) who were not actively involved in the presounding for the Private Placement and (iii) 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. (the "Eligible Shareholders").
Eligible Shareholders are being granted non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.13 Subscription Rights for each Share held as recorded on the Record Date. Each Subscription Right will give the right to subscribe for one (1) Offer Share. Over-subscription by Eligible Shareholders having received subscription rights will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted, however so that shareholders that participated in the Private Placement will be allowed to subscribe for and be allocated Offer Shares to the extent the Offer Shares are not fully subscribed by Eligible Shareholders.
The subscription period for the Subsequent Offering commences on 6 February 2023 at 09:00 CET and ends on 13 February 2023 at 16:30 CET (the "Subscription Period").
The Company, in consultation with the Managers (as defined below), reserves the right to extend the Subscription Period for the Subsequent Offering at any time and without any prior written notice and at its sole discretion.
The terms and conditions for the Subsequent Offering is set out in the offering material available at www.ir.kyotogroup.no/, www.arctic.com and www.fearnleysecurities.com. Reference is also made to the investor presentation available thereto dated January 2023 which includes, inter alia, a description of the Company and the material risk factors associated with an investment in the Offer Shares.
In order to subscribe for shares, the Managers (as defined below) must either receive a complete and duly signed subscription form or a subscription through VPS' solution for share subscription within the end of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The due date for payment of the Offer Shares is expected to be on 16 February 2023. The Offer Shares will, after registration of the share capital increase in Norwegian Register of Business Enterprises pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the applicant's VPS account on or about 21 February 2023. The Offer Shares will have equal rights and rank pari passu with the Company's other shares.
Completion of the Subsequent Offering is subject to (i) all necessary corporate resolutions being validly made by the Company, including the board of directors resolving to consummate the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the extraordinary general meeting of the Company held on 18 January 2023, and (ii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises and delivery of the Offer Shares to the subscribers in the VPS.
Arctic Securities AS and Fearnley Securities AS are acting as managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal counsel to Kyoto.
For further information, please contact:
Håvard Haukdal, Kyoto Group CFO
+47 48 10 65 69
About Kyoto Group
Heat accounts for half of industrial energy consumption. Traditionally, nearly all of it is based on fossil fuels. Kyoto Group's Heatcube, a thermal energy storage (TES) solution, provides a sustainable and cost-effective alternative by capturing and storing abundant but variable energy from sources such as solar and wind. Founded in 2016, Kyoto Group is headquartered in Oslo, Norway, and has subsidiaries in Spain and Denmark. The Kyoto share is listed on Euronext Growth (ticker: KYOTO). More information on www.kyotogroup.no
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 "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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 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 believe 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 their control. 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 make any guarantee 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 announcement.
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 Managers nor any of their 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 of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
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.
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