Herning–Everfuel A/S (“Everfuel” or the “Company”) has engaged SpareBank 1 Markets AS (the “Manager”) to advise on and carry out a private placement of new shares (the “Offer Shares”) in the Company (the “Private Placement”) raising gross proceeds to the Company of up to NOK 600 million.
Everfuel is experiencing strong momentum when executing its strategy of making green hydrogen for zero emission mobility commercially available across Europe by offering competitive all-inclusive hydrogen supply- and fueling solutions. This momentum is reflected in several recent agreements strengthening Everfuel’s position as a leading green hydrogen fuel company in Europe by connecting the hydrogen value chain from safe production and distribution to efficient fueling solutions for large-scale operators of buses, trucks and other vehicles.
The net proceeds from the Private Placement will be used to (i) partially fund the EUR 300 million planned equity investments facilitating execution of the Company’s EUR 1.5 billion capex plan before 2030 (including investments and working capital for ongoing and new projects); (ii) pursue near-term growth opportunities in the rapidly growing hydrogen industry and maintaining leading position, including further R&D and technical development and potential value-creating non-organic and strategic transactions; (iii) ensure a strong balance sheet to meet counterparty requirements for large projects and further improve debt financing options; and (iv) fund organizational build-up on the back of recent market entries and scale-up, and for general corporate purposes.
The current shareholders, E.F. Holding ApS (owned 90% by CEO and founder Jacob Krogsgaard and 10% by other key members of management) and Nel ASA (indirectly), holding 67.85% and 16.86% of the current shares outstanding, have pre-committed to subscribe for shares for the NOK equivalent of EUR 1 million and EUR 0.25 million, respectively.
The price for the Offer Shares in the Private Placement will be determined by the board of directors of the Company (the “Board”) following an accelerated bookbuilding process. The bookbuilding and application period for the Private Placement commences today, on 21 January 2021 at 16:30 CET, and is expected to close on 22 January 2021 at 08:00 CET. The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Allocation of the shares in the Private Placement will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, following advice from the Manager. Settlement of the Private Placement will be on a delivery versus payment basis, to be facilitated by existing and unencumbered shares in the Company borrowed from E.F. Holding ApS pursuant to a share lending agreement entered into between E.F. Holding ApS, the Company and the Manager. The Manager will settle the share loan with new shares in the Company to be resolved issued by the Board pursuant to the authorization granted by the Company’s extraordinary general meeting held on 20 October 2020.
Completion of the Private Placement is subject to the Board making the required resolutions to complete the Private Placement, including without limitation, resolving allocation of the Offer Shares and to issue the Offer Shares pursuant to the authorization granted by the Company’s extraordinary general meeting held on 20 October 2020.
The Company will announce the exact number of Offer Shares sold in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Euronext Growth Oslo on 22 January 2021.
Everfuel’s 180 days lock-up undertaking following the completion of the private placement on 21 October 2020 with respect to issuing new shares has been waived by the Manager for the purpose of the Private Placement and the potential Subsequent Offering (as defined below), but will otherwise continue to be in effect for the remainder of the lock-up period.
The Board has considered the offering of new shares in the form of a private placement in light of the requirements in the Danish Companies Act and the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and Oslo Børs’ Guidelines on the rule of equal treatment, and is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. The share issuance will be carried out as a private placement inter alia in order to widen the Company’s shareholder base and to complete a transaction in an efficient manner given the prevailing market conditions. On this basis, and based on an assessment of the current equity markets, the Company’s Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders’ preferential rights will be deviated from.
The Company may, subject to completion of the Private Placement, propose to carry out a subsequent offering of new shares in the Company (the “Subsequent Offering”) towards certain eligible existing shareholders in the Company who (i) were not allocated Offer Shares, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (for jurisdictions other than Norway) require a prospectus, filing, registration or similar action. Whether a Subsequent Offering will be proposed will inter alia depend on the results of the Private Placement and the subsequent development of the Company’s shares price. If proposed, the Subsequent Offering may be required to be approved by the shareholders at an extraordinary general meeting in accordance with applicable majority requirements.
SpareBank 1 Markets AS is acting as Sole Manager and Bookrunner in connection with the Private Placement. Advokatfirmaet Thommessen AS and Kromann Reumert are acting as legal advisors to the Company.