SANDNES, Norway ? 12 January 2022 - Reference is made to the release of the date hereof in respect of a certain development agreement with E.ON.
The agreement reached with E.ON includes an investment agreement, pursuant to which E.ON has undertaken, subject to the conditions described below, to subscribe 5,706,495 new shares in the Company, at a subscription price per share of NOK 65, with a total investment amount of NOK 370,922,175 (the "Private Placement"). Following completion of the Private Placement, E.ON will obtain an ownership stake of 25 % on a fully diluted basis, taking into account the subsequent offering described below and an outstanding option pool of up to 500, 000 shares (issued and reserved). The subscription price represents a premium on the volume weighted average price of the Horisont shares on Euronext Growth the last 40 and 20 trading days respectively prior to the date hereof of 9.2% and 5.7 %.
In light of the substantial ownership stake, E.ON has set as a condition for it investment through the Private Placement that the Company?s articles of association are amended so that (i) E.ON, always provided it owns shares representing 12 % or more of the outstanding shares, is given the right to appoint one member of the board of directors; (ii) certain resolutions by the general meeting shall require the affirmative vote of more than 75 % of the votes and (iii) the board shall be authorised to adopt board instructions setting forth that certain resolutions by the board shall be subject to more stringent majority requirements than those set forth in the Limited Liability Companies Act. The Company is planning to summon an extraordinary general meeting on 20 January 2022 to resolve such amendments to the articles. The Company and E.ON have entered into an agreement with shareholders representing approx. 67 % of the shares in the Company, pursuant to which said shareholders have undertaken to vote in favor of the mentioned resolutions. Pursuant to said agreement, Føniks Innovasjon AS, Saga Pure ASA, Spesialfondet KLP Alfa Global Energi, Ferncliff Listed DAI AS and QVT Family Office Fund have undertaken for a period of six months not to dispose of any of its currently owned shares in Horisont without the consent of E.ON. Should the market price exceed NOK 130 per share in the period, 50% of the respective shareholder?s restricted shares are released from the lock-up undertaking. Føniks Innovasjon AS will be permitted to sell such number of shares needed in order for the Company?s CEO, Bjørgulf Haukelidsæter Eidesen, owner of Føniks Innovasjon AS, to settle his personal wealth tax. E.ON has further set as a condition for its investment that a separate warranties agreement is entered into between E.ON, the Company?s CEO, Bjørgulf Haukelidsæter Eidesen and his holding company Føniks Innovasjon AS, pursuant to which the latter two give certain warranties to E.ON relating to the Company. Completion of the investment is further conditional upon there being no material adverse change in certain pre-defined matters relating to the Company.
The Company has further undertaken to E.ON that if in the period ending 31 December 2023, Horisont shall carry our further equity funding rounds, E.ON shall be offered to participate on equal terms in such extent necessary to maintain its ownership stake. Completion of the Private Placement is thus subject to (i) the extraordinary general meeting passing the mentioned resolutions, (ii) the Board passing a resolution to proceed with the Private Placement following the general meeting by the issuance of the new shares and (ii) payment being received for the new shares.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' guidelines for equal treatment and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the limited dilution effects of the transaction, is in the common interest of the shareholders of the Company.
The Company has, however, subject to completion of the Private Placement, and certain other conditions, resolved to carry out a subsequent repair offering of 769,230 new shares at the Offer Price in the Private Placement raising NOK 50 million. 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 two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, 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 subsequent offering is fully underwritten by certain shareholders.
Fearnley Securities AS (the Manager) will act as manager in the subsequent offering. SANDS Advokatfirma DA is acting as legal counsel to the Company.
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