Share Issue/Capital Change • Sep 23, 2025
Share Issue/Capital Change
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Envipco launches private placement
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Amersfoort, The Netherlands, 23 September 2025 - Envipco Holding N.V.
("Envipco" or the "Company") has retained Skandinaviska Enskilda Banken AB
(publ) ("SEB") as Sole Global Coordinator and Joint Bookrunner, and DNB
Carnegie, a part of DNB Bank ASA, and Pareto Securities AS as Joint
Bookrunners (together, the "Managers") to advise on and effect a private
placement of new ordinary shares in the Company (the "Offer Shares") raising
gross proceeds of the NOK equivalent of EUR 50 million (the "Private
Placement"). The number of Offer Shares and price per share (the "Offer
Price") will be determined by the Company's Board of Directors (the "Board")
in consultation with the Managers on the basis of an accelerated bookbuilding
process conducted by the Managers. The Offer Price will be denominated in NOK.
The net proceeds will be used (i) to position the Company to execute on
upcoming significant market opportunities arising in e.g. Poland, Portugal,
Spain and the UK, and (ii) for general corporate purposes.
Mark A. Bouri, Maurice A. Bouri and Charles A. Bouri (the "Bouri Family"),
together holding 8,923,803 shares or 15.47% of the Company remains under their
one-year lockup agreement with SEB following the 15th January 2025 secondary
transaction
The bookbuilding period will commence on 23 September 2025 at 17:30 CEST and
close on 24 September 2025 at 08:00 CEST. The Company may, after consulting
the Managers, at any time and for any reason, and on short or without 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.
Completion of the Private Placement for investors allocated Offer Shares is
subject to (i) all corporate resolutions of the Company required to implement
the Private Placement being validly made by the Company, including, without
limitation, the resolution by the Board to increase the share capital of the
Company and issue the Offer Shares and exclude pre-emptive rights pursuant to
an authorisation to increase the share capital in the Company granted by the
Company's general meeting held on 23 August 2024 (the "Authorisation"), and
(ii) the share lending agreement remaining in full force and effect.
The Private Placement is directed towards investors subject to applicable
exemptions from relevant registration, filing and prospectus requirements, (i)
outside the United States in reliance on Regulation S under the US Securities
Act of 1933 (the "US Securities Act") and (ii) in the United States to
"qualified institutional buyers" (QIBs) as defined in Rule 144A under the US
Securities Act as well as to major U.S. institutional investors under SEC Rule
15a-6 to the United States Exchange Act of 1934, pursuant to an exemption from
the registration requirements under the US Securities Act. Other customary
selling restrictions will apply. The minimum subscription amount has been set
to the NOK equivalent of EUR 100,000. However, the Board may, at its sole
discretion, allocate Offer Shares to applicants for an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
are available.
Notification of allocation in the Private Placement are expected to be
distributed to investors on 24 September 2025. 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, in
consultation with the Managers. Allocation will be based on criteria such as
(but not limited to), indications from the pre-sounding phase of the Private
Placement, existing ownership in the Company, timeliness of the application,
price leadership, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon.
The Offer Shares will be tradable on Euronext Oslo Børs from notification of
allocation. The first day of trading in the allocated Offer Shares in the
Private Placement on Euronext Oslo Børs is thus expected on 24 September 2025
(T).
The Offer Shares will be settled on a delivery-versus-payment (DVP) basis on
or about 26 September 2025 (T+2). Settlement of the allocated Offer Shares are
expected to be facilitated through the delivery of existing and unencumbered
shares in the Company, currently admitted to trading on Euronext Amsterdam and
which will be transferred to Euronext Oslo Børs prior to settlement, pursuant
to a share lending agreement entered into between the Managers, the Company
and certain members of the Board. The Offer Shares will be included and
registered in Euroclear Netherlands, the central security depository in the
Netherlands, but secondary recorded in book-entry form under the name of a
"share" in the Norwegian Central Securities Depository (the "VPS"). Further
settlement details will be stated in the allocation notice. The new shares to
be issued in connection with the Private Placement to settle the share loan
will be issued based on the Authorisation.
The Company's shares are listed on Euronext Amsterdam and Euronext Oslo Børs,
under the ticker ENVI and ENVIP, respectively. The Offer Shares delivered in
the Private Placement will be recorded in book-entry form in Euroclear
Nederland, the central security depository in the Netherlands and secondary
recorded in book-entry form under the name of a "share" in the Norwegian
Central Securities Depository. The Offer Shares will not be tradable on
Euronext Amsterdam unless subject to a registration process through Euroclear
Netherlands, the central security depositary in the Netherlands.
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 Private Placement is in compliance with these
requirements. By structuring the transaction as a private placement, the
Company will be 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 Private
Placement is 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 Private Placement to be in the common interest of the Company
and its shareholders.
Subject to (but not limited to) completion of the Private Placement, required
shareholder approvals (if any), approval of a prospectus and prevailing market
price of the Company's shares, the Board will consider whether it is
appropriate to propose to carry out a subsequent offering (the "Subsequent
Offering") at the Offer Price. Any such Subsequent Offering, if applicable and
subject to applicable securities laws, would be directed towards existing
shareholders in the Company as of 23 September 2025 (as registered in the VPS
and Euroclear Netherlands two trading days thereafter) who (i) were not
included in the pre-sounding phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement, and (iii) 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.
Advisers
Skandinaviska Enskilda Banken AB (publ) has been retained as Sole Global
Coordinator and Joint Bookrunner, and DNB Carnegie, a part of DNB Bank ASA and
Pareto Securities AS have been retained as Joint Bookrunners in connection
with the Private Placement. Advokatfirmaet Thommessen AS is acting as the
Company's Norwegian legal advisor and Bird & Bird (Netherlands) LLP is acting
as the Company's Dutch legal advisor. Advokatfirmaet Wiersholm AS is acting as
legal advisor to the Managers.
For further information please contact:
Simon Bolton, Group CEO +31 33 285 1773
Mikael Clement, CSO +47 9900 8000
www.envipco.com
[email protected] (mailto:[email protected])
About Envipco Holding N.V.
Envipco Holding N.V. (Envipco), www.envipco.com, is a Netherlands-based
holding company listed on Euronext Amsterdam and Euronext Oslo Børs (Symbols:
ENVI/ENVIP). Envipco, with operations in several countries around the globe,
is a recognized leader in the development and operation of reverse vending
machines (RVMs), automated technological systems for the recovery of used
beverage containers. Known for its innovative technology and market
leadership, Envipco holds several intellectual property rights for RVM
systems, including but not limited to beverage refund deposit markings,
material type identification, compaction, and accounting.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-09-23 17:30 CEST.
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