Vow ASA — Share Issue/Capital Change 2021

Mar 23, 2021

Vow ASA : Private Placement successfully completed

Vow ASA : Private Placement successfully completed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN.

Reference is made to the stock exchange announcement by Vow ASA (OSE: VOW)

("Vow" or the "Company") yesterday regarding a contemplated private placement of

up to 8,000,000 shares in the Company (the "Private Placement"). The Private

Placement comprised an offering of up to 5,000,000 new shares (the "New Shares"

or the "Primary Offering") and a sale of up to 3,000,000 existing shares (the

"Secondary Offering", and together with the New Shares, the "Offer Shares") from

Ingerø Reiten Investment Company AS, Daler Inn Limited, Exproco Limited and

Badin Invest Limited (collectively, the "Selling Shareholders"). The Private

Placement took place through an accelerated bookbuilding process after close of

market yesterday.

The Company is pleased to announce that the Private Placement has been

successfully completed, through the allocation of 8,000,000 Offer Shares at an

offer price of NOK 46 per Offer Share (the "Offer Price"). The Offer Price

represents a 8.37% discount to the closing price as per 23 March 2021. Of the

total number of Offer Shares allocated in the Private Placement, 5,000,000 were

allocated in the form of New Shares, raising gross proceeds to the Company of

NOK 230 million. The remaining 3,000,000 Offer Shares were allocated in the form

of Sale Shares, raising gross proceeds to the Selling Shareholders of NOK 138

million. Reference is made to the Company's announcement regarding the launch of

the Private Placement yesterday for information about the Company's intended use

of the net proceeds raised through the issuance of the New Shares in the Private

Placement.

The Private Placement and the issuance of the New Shares was resolved by the

Company's board of directors at a board meeting held yesterday, 23 March 2021,

pursuant to the authorisation granted by the Company's general meeting on 25 May

2020. Completion of the issuance of the New Shares is further subject to payment

being received for the New Shares to be issued in the Private Placement.

Notification of allotment of the Offer Shares in the Private Placement and

payment instructions will be sent to the applicants who have been allocated

Offer Shares through a notification from the Managers (as defined below).

Settlement of all Offer Shares, including the New Shares, towards investors will

be made on a delivery versus payment basis on 26 March 2021 (T+2 settlement), by

delivery of existing and unencumbered shares in the Company that are already

listed on the Oslo Stock Exchange. With respect to the New Shares, such

settlement procedure is facilitated pursuant to a share lending agreement

entered into between SpareBank 1 Markets AS (on behalf of the Managers), the

Company and Ingerø Reiten Investment Company AS. All Offer Shares delivered to

the subscribers will thus be tradeable from allocation. The shares borrowed for

the settlement of the New Shares in the Private Placement will be redelivered by

SpareBank 1 Markets AS (on behalf of the Managers) to Ingerø Reiten Investment

Company AS in the form of New Shares to be issued by the Company.

Following registration of the new share capital pertaining to the Private

Placement in the Norwegian Register of Business Enterprises (Nw.

Foretaksregisteret), the Company will have an issued share capital of NOK

11,425,987, divided into 114,259,870 shares, each with a par value of NOK 0.10.

The registration is expected to take place on or about 31 March 2021.

Completion of the Private Placement necessitates a deviation from the

shareholders' pre-emptive rights to subscribe for the New Shares. The board of

directors has considered the Private Placement, including the Secondary

Offering, in light of the requirements in the Norwegian Public Limited Liability

Companies Act and the rules of equal treatment set out in the Continuing

obligations for companies admitted to trading on the Oslo Stock Exchange, as

well as the Oslo Stock Exchange's guidelines on the rules of equal treatment.

The board of directors has concluded that the Private Placement will be in

compliance with applicable regulation and guidelines applicable for the Company.

In reaching this conclusion, the board of directors has amongst other emphasised

that:

-    It is in the Company and its shareholders interest that new equity is

raised through a private placement, as an efficient capital raise procedure.

-    For the development of the Vow share price, it is preferable that primary

insiders sell larger blocks of shares through a publicly announced, accelerated

bookbuilding process in stead of in the market.

-   Other shareholders have had the chance to sell their Vow shares in the

market at the same trading price.

-   The Secondary Sale will contribute to increased liquidity in the Vow share.

-   The Subscription Price was determined following a pre-sounding with wall-

crossed investors and a publicly announced bookbuilding process, and thereby

represents market value for the Company's shares.

-     The dilutive effect of the Private Placement is only 4.4%.

Based on the above, the board of directors also resolved not to proceed with a

subsequent offering.

The Company and the Selling Shareholders have engaged Pareto Securities AS and

SpareBank 1 Markets AS (the "Managers") to advise on, and effectuate, the

Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to

the Company and the Selling Shareholders in connection with the Private

Placement, and Advokatfirmaet BAHR AS is acting as legal advisors to the

Managers.

For further information, please contact:

Vow ASA

Erik Magelssen - CFO

Tel: + 47 928 88 728

Email: erik.magelssen@vowasa.com (mailto:erik.magelssen@vowasa.com)

About Vow ASA

In Vow and our subsidiaries Scanship and Etia we are passionate about preventing

pollution. Our world leading solutions convert biomass and waste into valuable

resources and generate clean and CO2 neutral energy for a wide range of

industries.

Cruise ships on every ocean have Vow technology inside which processes waste and

purifies wastewater. Fish farmers are adopting similar solutions, and public

utilities and industries use our solutions for sludge processing, waste

management and biogas production on land.

Our ambitions go further than this. With our advanced technologies and

solutions, we turn waste into biogenetic fuels to help decarbonize industry and

convert plastic waste into fuel, clean energy and high-value pyro carbon. Our

solutions are scalable, standardized, patented and thoroughly documented, and

our capability to deliver is well proven. They are key to end waste and stop

pollution.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of

America, Canada, Australia or Japan and it does not constitute an offer or

invitation to subscribe for or purchase any securities in such countries or in

any other jurisdiction. In particular, the document and the information

contained herein should not be distributed or otherwise transmitted into the

United States of America or to U.S. persons (as defined in the U.S. Securities

Act of 1933, as amended (the "Securities Act") or to publications with a general

circulation in the United States of America. This announcement is not an offer

for sale of securities in the United States of America. The securities referred

to herein have not been and will not be registered under the Securities Act, or

the laws of any state, and may not be offered or sold in the United States of

America absent registration under or an exemption from registration under the

Securities Act. Neither the Company nor the Selling Shareholders intend to

register any part of the Private Placement in the United States of America.

There will be no public offering of the securities in the United States of

America. Any public offering in the United States of America would be made by

means of a prospectus containing detailed information about the company and

management, as well as financial statements.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This document is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (iii) high net worth entities, and other persons to whom it 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"). The

securities are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such securities will be engaged in only

with, relevant persons.

Any person who is not a relevant person should not act or rely on this document

or any of its contents. Any offer of securities to the public that may be deemed

to be made pursuant to this communication in any member state of the European

Economic Area (each an "EEA Member State") that has implemented Regulation

2017/1129 (the "Prospectus Regulation") is only addressed to qualified investors

in that Member State within the meaning of the Prospectus Regulation.

The information contained in this document does not purport to be comprehensive.

None of the Managers, any of their respective subsidiary undertakings or

affiliates, or their respective directors, officers, employees, advisers or

agents accepts any responsibility or liability whatsoever for (whether in

contract, tort or otherwise) or makes any representation or warranty, express or

implied, as to the truth, accuracy or completeness of the information in this

document (or whether any information has been omitted from the document) or any

other information relating to the Company, its subsidiaries, affiliates or

associated companies, whether written, oral or in a visual or electronic form,

and howsoever transmitted or made available or for any loss howsoever arising

from any use of this document or its contents or otherwise arising in connection

therewith. The Managers disclaim any responsibility for any acts or omissions of

the Company or the Selling Shareholders, any of their respective Directors, or

any other person in connection with the Private Placement.

The Managers are acting for the Company and the Selling Shareholders in

connection with the Private Placement and no one else and will not be

responsible to anyone other than the Company and the Selling Shareholders for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release.

Solely for the purposes of the product governance requirements contained within:

(a) EU Directive 2014/65/EU on markets in financial instruments, as amended

("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)

2017/593 supplementing MiFID II; and (c) local implementing measures (together,

the "MiFID II Product Governance Requirements"), and disclaiming all and any

liability, whether arising in tort, contract or otherwise, which any

"manufacturer" (for the purposes of the MiFID II Product Governance

Requirements) may otherwise have with respect thereto, the securities described

in this press release have been subject to a product approval process, which

has  determined that such securities are: (i) compatible with an end target

market of retail investors and investors who meet the criteria of professional

clients and eligible counterparties, each as defined in MiFID II; and (ii)

eligible for distribution through all distribution channels as are permitted by

MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market

Assessment, distributors should note that: the price of the securities may

decline and investors could lose all or part of their investment; the securities

offer no guaranteed income and no capital protection; and an investment in the

securities is compatible only with investors who do not need a guaranteed income

or capital protection, who (either alone or in conjunction with an appropriate

financial or other adviser) are capable of evaluating the merits and risks of

such an investment and who have sufficient resources to be able to bear any

losses that may result therefrom. The Target Market Assessment is without

prejudice to the requirements of any contractual, legal or regulatory selling

restrictions in relation to the Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment

in respect of the securities and determining appropriate distribution channels.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe", "assume", "expect", "forecast",

"project", "may", "could", "might", "will" or similar expressions. Such forward

-looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of Vow and those

explicitly or implicitly presumed in these statements. Against the background of

these uncertainties, readers should not rely on forward-looking statements. Vow

assumes no responsibility to update forward -looking statements or to adapt them

to future events or developments.