Volue AS: NOK 1,000 million private placement successfully completed
The Private Placement raised gross proceeds of NOK 500 million to the Company through the sale of 15,625,000 new shares (the “Primary Offering") and NOK 500 million to Arendals Fossekompani ASA (“AFK”) through the sale of 15,625,000 existing shares (the "Secondary Offering", and together with Primary Offering, the "Private Placement"). In addition to the Private Placement, AFK decided to sell 606,351 existing shares at the Offer Price to employees and board members in Volue and AFK (the “Employee Sale”).
The Private Placement attracted very strong interest from Norwegian, Nordic, and international high-quality institutional investors and was substantially oversubscribed. Nine cornerstone investors were allocated shares for NOK 500 million: (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 AksjeNorge 30 million.
The Company intends to use the net proceeds from the Primary Offering for potential acquisition opportunities which may materialise as well as for general corporate purposes.
The Private Placement and the issuance of the new shares were resolved by the Company's Board of Directors (the "Board") and approved by an extraordinary general meeting of the Company held on 6 October 2020 and the Secondary Offering by the board of directors of AFK. Following the Private Placement, the Company will have 140,625,000 shares outstanding. AFK will hold 108,768,649 shares after the Private Placement and Employee Sale, representing 77.35% of the outstanding shares in the Company.
The Company, the Company's members of management and its board of directors, and AFK have entered into customary lock-up arrangements with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of six months.
Allocation to investors will be communicated on or about 7 October 2020. The Private Placement will be settled by the Manager on a delivery-versus-payment basis on or about 19 October 2020. The delivery-versus-payment settlement in the Private Placement is facilitated by a share lending agreement between the Company, the Managers, and AFK.
Volue has applied for, and will, subject to 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 on or about 19 October 2020.
ABG Sundal Collier ASA and Arctic Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing (the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company and AFK, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.