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Horisont Energi AS — Capital/Financing Update 2022
Jan 25, 2022
3623_rns_2022-01-25_3049a4d0-df44-478b-9c7f-46a093f69395.html
Capital/Financing Update
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Publication of prospectus and launch of subscription period for subsequent offering
Publication of prospectus and launch of subscription period for subsequent offering
SANDNES, Norway – 25 January 2022 – Publication of prospectus and launch of subscription period for subsequent offering
Reference is made to the stock exchange announcements published on 12 January 2022 and 20 January 2022 by Horisont Energi AS ("Horisont" or the "Company") regarding inter alia a subsequent offering (repair issue) to be carried out by the Company (the "Subsequent Offering").
The Company has on 24 January registered a national prospectus (the "Prospectus") with the Norwegian Register of Business Enterprises in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. This Prospectus does not constitute an EEA-prospectus.
The Prospectus can be obtained electronically by downloading it from https://transaksjoner.fearnleysecurities.com/. The Prospectus will be available prior to the start of the Subscription Period (as defined below).
The Subsequent Offering comprises the issue of up to 769,230 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.01, at a subscription price of NOK 65.00 per share. Total gross proceeds will amount to approximately NOK 50 million. The Subsequent Offering is fully underwritten.
As set forth in the mentioned stock exchange announcement, the subsequent repair offering will be for 769,230 new shares at a price per share of NOK 65. The subsequent offering will, subject to applicable securities law, be directed towards existing shareholders in the Company as of 12 January 2022 (as registered in the VPS 14 January 2022 (the "Record Date")), who (i) were not allocated Offer Shares in the Private Placement announced on 12 January 2022, and (ii) 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 (the "Eligible Shareholders"). Each Eligible Shareholder will receive 0.048 non-tradeable subscription rights (the "Subscription Rights") for each share held by such Eligible Shareholder in the Company as of the Record Date.
Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering, rounded down to the nearest whole share. Over-subscription 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.
The subscription period will commence on 25 January 2022 at 09:00 hours (CET) and end on 8 February 2022 at 16:30 hours (CET) (the ʺSubscription Periodʺ).
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 9 February 2022.
The due date for payment of the Offer Shares is on 11 February 2022 (the "Payment Dateʺ). The Offer Shares are expected to be delivered to the subscriber's VPS account on or about 16 February 2022.
Further information about the Subsequent Offering and the subscription procedures is included in the Prospectus. The Prospectus, including subscription forms, is available at https://transaksjoner.fearnleysecurities.com/
Eligible Shareholders who wish to subscribe for Offer Shares are strongly encouraged to do so through the VPS online subscription system, and relevant links for this for each Subsequent Offering will be available at
https://transaksjoner.fearnleysecurities.com/at the start of the Subscription Period.
Eligible Shareholders who are not able to subscribe for shares through the VPS online subscription system, must subscribe for Offer Shares by completing and submitting subscription forms in accordance with instructions in the Prospectus.
Eligible Shareholders will also receive a shareholder letter with further information on the use of Subscription Rights and procedures for subscription of Offer Shares.
Fearnley Securities AS (the Manager) acts as manager and subscription agent in the subsequent offering.
SANDS Advokatfirma DA is acting as legal counsel to the Company.
About Horisont Energi
Horisont Energi (EURONEXT: HRGI) is a Norwegian clean energy company that will provide clean energy and carbon transport and storage services. The company will transform gas into cost-leading clean ammonia and hydrogen and offer CO2 transportation and storage solutions using proprietary technology, paving the way for a low carbon economy. The company was founded in 2019 and is
headquartered in Sandnes, Norway. https://www.horisontenergi.no/
For further information, please contact:
Investor relations
Dan Jarle Flølo, CFO
+47 901 13 159
Media Relations
Siri Melberg
+47 470 35 718
This information is subject to the disclosure requirements pursuant to the Euronext Growth Oslo Rule Book Part II, section 3.10 and section 5-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is an announcement issued pursuant to
legal information obligations and is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued
for information purposes only, and does not constitute or form part of any offer
or solicitation to purchase or subscribe for securities, in the United States or
in any other jurisdiction.
The securities mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "US Securities Act").
The securities may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the US Securities Act. The
Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan or the United
States.
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 (together with any applicable
implementing measures in any Member State).
The issue, subscription, or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The Manager is acting for the Company and no one else in connection with the
subsequent offering and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the subsequent offering and/or any other matter referred
to in this release.