Contemplated Private Placement and Listing on Merkur Market
Volue AS (“Volue” or the “Company”), a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets, has engaged ABG Sundal Collier ASA and Arctic Securities AS (the “Managers”) to advise on and effect a contemplated private placement of up to NOK 1,000 million in new and existing shares in the Company (the “Private Placement”). The Private Placement will consist of an offer of up to 15,625,000 new shares raising gross proceeds to the Company of NOK 500 million (the “Primary Offering”) and a sale of up to 15,625,000 existing shares from Arendals Fossekompani ASA (“AFK””).
The Company intends to use the net proceeds from the Primary Offering to invest in both organic and in-organic growth initiatives, building scale and strengthening its optimising solutions, as well as general corporate purposes.
The price per share in the Private Placement has been set to NOK 32.00 (the “Offer Price”), equivalent to a pre-money equity value of the Company of NOK 4,000 million based on the 125 million shares currently outstanding in the Company.
Nine cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for a minimum of NOK 500 million at the Offer Price as follows: (i) Eika Kapitalforvaltning 100 million; (ii) Luxor Capital Group 100 million; (iii) Andenæsgruppen 60 million; (iv) CentraGruppen 60 million; (v) Norron 50 million; (vi) Sissener AS 40 million; (vii) Danske Invest 30 million; (viii) Delphi Fondene 30 million; and (ix) KLP Kapitalforvaltning 30 million.
The bookbuilding period in the Private Placement will commence today, 5 October 2020 at 09:00 CEST and close on 7 October 2020 at 14:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
Volue has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently expected to be on or about 19 October 2020.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Completion of the Private Placement is subject to: (i) all necessary corporate resolutions being validly resolved by AFK and the Company, including without limitation, the Company’s board of directors and an extraordinary general meeting of the Company resolving to approve the Private Placement and issue the New Shares, and (ii) receipt by the Managers of the shares to be borrowed pursuant to a share lending agreement with AFK. Each of the Company and AFK reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company, AFK nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
“The transition to carbon-free energy production is one of the biggest challenges of our time. It depends on a successful digitalization of the entire green energy value chain. Volue is playing an active role in a much-needed consolidation of a fragmented energy technology market. Our goal is to help customers accelerate the shift to renewable energy by enabling full integration of the green energy value chain,” says Trond Straume, CEO of Volue.
“Volue is a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets, contributing to the green energy transition for power producers and distributors. In a rapidly changing market, Volue accelerates the green transition and provides a high score offering on the EU taxonomy classification. A separate listing of the company will strengthen the platform for future growth and value creation even further,” says Ørjan Svanevik, CEO of Arendals Fossekompani and continues:
“In addition, the listing of Volue makes underlying values in Arendals Fossekompani more visible and creates a more focused structure for our shareholders. It also underlines our strategy of developing green technology companies with global reach and leading market positions.”
Volue AS is a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets. The Company is an international technology company that provides software solutions and industrial platforms, analyses, and trading and management services, automating and optimizing the way energy is produced, traded, distributed and consumed. Its offering is a significant contributor to enabling the transition to green energy sources for power producers and distributors and has been developed over decades of operating in the green-tech space.
The Company was established on the backdrop of a fundamentally changing power market. Controllable energy resources are phased out in favor of variable energy resources such as solar and wind. This occurs in parallel with the general electrification of society in order to reduce greenhouse gas emissions, which in sum contributes to increased complexity in the energy system and a significant need for power producers and distributors for more advanced optimization solutions.
The Group operates three segments: energy, power grid and infrastructure. Firstly, in the energy segment, the Group helps customers master the energy transition by enabling wall-to-wall digitalisation of the green energy value chain. Next, in the power grid segment, the Group enables power distributors to support electrification of society by unlocking flexibility and digital management of the power grid. Lastly, in the infrastructure segment, the Group deliver flexible capabilities for digital water management and help automate processes and machines for the construction industry.
Volue has over around 2,000 customers in 44 countries, ranging from global supermajors to local players, and 30 offices in eight countries.