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Standard Supply AS — Share Issue/Capital Change 2022
Nov 6, 2022
3764_iss_2022-11-06_34d8ab88-0396-43f1-aaa9-5ca36bfac687.html
Share Issue/Capital Change
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Private placement successfully placed
Private placement successfully placed
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Standard Supply AS: Private placement successfully placed
Oslo, 6 November, 2022
Reference is made to the stock exchange announcement from Standard Supply AS ("STSU" or the "Company") published on 4 November 2022 regarding a contemplated private placement of new shares in the Company (the "Private Placement" and the "New Shares") to raise gross proceeds of up to approximately NOK 200 million.
The Company is pleased to announce that the Private Placement was significantly oversubscribed, and that the Company has allotted 44,085,106 New Shares at the subscription price of NOK 4.70 per New Share (the "Subscription Price"), corresponding to gross proceeds of approximately NOK 207 million / USD 20 million, which implies a slight up-sizing of the Private Placement from the initially announced NOK 200 million. The Company's Board of Directors has consequently resolved to increase the share capital of the Company with NOK 4,408,510.60 through the issuance of 44,085,106 New Shares, each with a par value of NOK 0.10.
The net proceeds from the Private Placement will be used to fund further fleet growth in the PSV segment and for general corporate purposes.
Notices of allocation of New Shares are expected to be distributed to the investors on 7 November 2022 (T). Settlement of the Private Placement will take place on a delivery versus payment ("DVP") basis on 9 November 2022 (T+2). The New Shares will be tradable upon allocation.
Delivery of the New Shares will be settled with existing and unencumbered shares in the Company, pursuant to a share lending agreement (the "Share Lending Agreement") to be entered into between Clarksons Securities AS (on behalf of the Managers, as defined below) (the "Settlement Agent"), the Company and S.D. Standard ETC PLC ("SDSD"). The Settlement Agent will settle the share loan through the delivery of New Shares to SDSD. Completion of the Private Placement (by delivery of existing and unencumbered shares in the Company pursuant to the Share Lending Agreement) remains conditional upon the Share Lending Agreement remaining unmodified and in full force and effect.
Upon completion of the Private Placement, the Company will have a share capital of NOK 18,772,629.10, divided by 187,726,291 shares, each with a par value of NOK 0.10.
As further described in the stock exchange announcement regarding the launch of the Private Placement on 4 November 2022, the Company's Board of Directors has considered the structure of the Private Placement in light of the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and is of the opinion that the Private Placement is in compliance with these requirements.
The Company's Board of Directors has resolved to not carry out a subsequent offering. In reaching this decision, the Board of Directors emphasized the very limited discount between the Subscription Price of NOK 4.70 per New Share and the closing price of the Company's shares on 4 November 2022 of NOK 4.80 and that the Company succeeded with raising capital through an effective transaction with only minor completion risk and without the need for a guarantee consortium.
ADVISORS
Arctic Securities AS, Clarksons Securities AS and Pareto Securities AS are acting as Joint Lead Managers and Bookrunners (together, the "Managers") in the Private Placement.
Advokatfirmaet CLP DA is acting as Norwegian legal counsel to Standard Supply.
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For further information, please contact:
Espen Landmark Fjermestad, CEO of Standard Supply AS: Tel: +47 952 04 493
The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation for Standard Supply AS. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Espen Landmark Fjermestad, CEO, on the time and date provided.
IMPORTANT INFORMATION
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). 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. Standard Supply does not intend to register any portion of any 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, Hong Kong or the United States.
The issue, subscription or purchase of shares in Standard Supply is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither Standard Supply nor the Managers assumes 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 Managers are acting for Standard Supply and no one else in connection with the potential Private Placement in the Company 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 Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Standard Supply's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.