Oslo, 9 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR 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") 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.
Ensurge Micropower ASA ("Ensurge" or the "Company") today announces that the Board intends to undertake a private placement of shares in the Company raising between NOK 40 – 60 million (the “Private Placement”). The intended Private Placement would be at a subscription price per share set through an accelerated book building process, and will be subject to approval by an Extraordinary General Meeting in the Company to be called and held on or about 8 March 2023 (“EGM”). As the intended subscription price likely would be below the current par value of the Company’s share, which is NOK 0.99, the Private Placement would also be conditional upon the EGM approving a share capital reduction by reduction of the par value per share so that such par value, prior to the resolution by the EGM on the Private Placement, is equal to or lower than the subscription price in the Private Placement. The subscription price will be set by accelerated book building and be based on an overall assessment of the current trading price of the Company’s share on Oslo Børs and the availability of other funding alternatives within the relevant timeframe.
Existing shareholders and/or new investors who are interested in participating in the Private Placement can submit a Notification of Interest to the Company. Such Notification of Interest should be sent by e-mail to the following e-mail addresses: Ensurge Micropower ASA, c/o Advokatfirmaet Ræder AS, attn.: Carl Garmann Clausen, cgc@raeder.no, with a copy to Morten Opstad, Chair of the Board of the Company, mop@raeder.no. The Company hereby requests that such Notification of Interest is submitted to the Company by no later than
Tuesday 14 February 2023 at 16:30 hrs. CET.
The Notification of Interest should, at the very least, include name, address, telephone, and e-mail address of the interested party, and can also include proposed subscription amount and price. The Company will contact the persons and entities, which have submitted a Notification of Interest.
Reference is made to the announcement by the Company on 6 February 2023 about organizational changes and including a commercial update. Please also see the attached presentation from the new interim CEO Mark Newman. The Company intends to use the net proceeds from the Private Placement for general corporate purposes in furtherance of the plans outlined in the announcement made on 6 February 2023.
The Board has considered the proposed Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the rules on equal treatment under Oslo Rule Book II for companies listed on Oslo Børs and Oslo Børs' Guidelines on the rule of equal treatment, and the Board is of the opinion that the deviation from the preferential rights of the existing shareholders in respect of the Private Placement, taking into consideration the Company's imminent funding needs, the time, costs and risk of alternative methods of securing the desired funding, as well as the fact that the proposed subscription price will be established by a book building process, is in the common interest of the Company and its shareholders and in compliance with these obligations and guidelines.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate Development and IR, on 9 February 2023 at 18:30 CET.
For further information, please contact: Ståle Bjørnstad - Investor Relations, e-mail: stale.bjornstad@ensurge.com, phone: +47 99 16 76 72.
About Ensurge:
Ensurge is Energizing Innovation (TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium micro battery for the 1-100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things. The company's state-of-the-art manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to- roll production methods to bring the advantages of Ensurge technology to established and expanding markets.
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