NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR 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.
Oslo, Norway, 15 June 2023: Reference is made to the stock exchange announcement published on 15 June 2023 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"). Ensurge is pleased to announce that the Private Placement has been successfully placed, through an allocation of 74,422,849 Offer Shares in Tranche 1 (the "Tranche 1 Offer Shares") and an allocation of 409,817,412 Offer Shares in Tranche 2 (the "Tranche 2 Offer Shares"), at a subscription price of NOK 0.10 per Offer Share (the "Subscription Price") for total gross proceeds (i.e. both tranches) of approximately NOK 48.4 million.
The Company has previously issued NOK 46,790,000 in convertible loans (the "Convertible Loans"), which are repayable on 17 August 2023. The Convertible Loans carry interest at a rate of 5% per annum. Holders representing 80.3% of the Convertible Loans have already, as at the date hereof, agreed to convert their loans (including interest) to shares in the Company at the same price as in the Private Placement, representing conversions of NOK 37.5 million of the principal amounts of the loans. The remaining Convertible Loan holders will be given the opportunity to convert their loans on the same terms. The conversion is subject to the approval of the EGM to complete the Private Placement, amend the conversion price and make the accrued interest on the Convertible Loans convertible on the same terms.
The net proceeds from the Private Placement will be used to fund the Company's operations over the next 3-6 months.
The share issue and associated share capital increase in Tranche 1 has been resolved by the Board of Directors of the Company pursuant to an authorization to issue new shares granted by the annual general meeting of the Company on 24 May 2023 (the "Authorization"). Following completion of Tranche 1 of the Private Placement, the Company's share capital will be NOK 81,865,134.70 divided into 818,651,347 shares, each with a par value of NOK 0.10.
Issuance of the Tranche 2 Offer Shares will be subject to: (i) completion of Tranche 1, (ii) approval by an extraordinary general meeting of the Company (the "EGM") to issue the Tranche 2 Offer Shares and (iii) conversion of, or extension by 12 months of the maturity date of, 85% of the principal amount of the Convertible Loans. The Board of Directors has resolved to call for the EGM, expected to be held on or about 10 July 2023. The notice for the EGM is expected to be distributed on or about 19 June 2023.
Settlement of the Tranche 1 Offer Shares is expected to take place on or about 20 June 2023 on a delivery versus payment ("DvP") basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a pre-funding agreement entered into between the Company and the Manager. The Tranche 1 Offer Shares will be tradeable from (but not before) the registration of the share capital increase pertaining to the Tranche 1 Offer Shares in the Norwegian Register of Business Enterprises.
Payment of Tranche 2 is expected on or about 10 July 2023, however, the Tranche 2 Offer Shares will not be tradeable on Oslo Børs until a prospectus (the "Prospectus") has been approved by the Financial Supervisory Authority of Norway (the "FSA") and will be issued on a separate ISIN until the Prospectus has been approved and published.
The Subsequent Offering
The Board will further propose to the EGM that a subsequent offering of new shares in the Company is carried out at a subscription price per share equal to the Subscription Price in the Private Placement (the "Subsequent Offering"). The maximum amount of the Subsequent Offering would be NOK 20 million. The Subsequent Offering would be subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of the Prospectus by the FSA. A Subsequent Offering would be directed towards eligible shareholders in Ensurge who are shareholders in the Company as of 15 June 2023, as registered in Ensurge's register of shareholders with the Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) on 19 June 2023, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non- tradeable subscription rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected to occur during July 2023. Ensurge will issue a separate stock exchange notice with the key information relating to the Subsequent Offering.
About Ensurge Micropower:
Ensurge is Energizing Innovation(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 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.
Advisors
SpareBank 1 Markets AS is acting as financial advisor and sole global coordinator and bookrunner in connection with the Private Placement (the "Manager"). Advokatfirmaet Ræder AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager.
For more information, please contact:
Terje Rogne, Chairman
Phone: +47 472 02 200
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 on 15 June 2023 at 23:50 CET.
Important information:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement 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"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
