Vow Green Metals announced on May 21, 2024, further to its announcement on 8 April ,2024, about initiating a strategic process, an agreement for total of NOK 70 million investment from Vardar AS (“Vardar”) and Skagerak Energipartner AS, a wholly owned subsidiary of Skagerak Energi AS (“Skagerak Energi”). The equity investment is split into a directed share capital increase of NOK 20 million equity investment in cash from Skagerak Energi and a directed share capital increase of NOK 50 million in conversion of existing debt from Vardar, together totaling NOK 70 million.
The share capital increases are subject to approval of (i) the proposed Board’s authorization to increase the share capital, (ii) the election of Geir Kulås as new member of the Company’s Board of Directors, and (iii) the election of Robert Olsen as new member of the Company’s Nomination Committee, in the upcoming Annual General Meeting in the Company scheduled to be held on Thursday 23 May 2024 (the “AGM”).
Pareto Securities has acted as financial advisor and facilitator for the contemplated transaction.
“These strategic investments from the leading renewable energy producers in the region further validate the Vow Green Metals’ business case and is an important step in developing and progressing our process towards industrial scale production of biocarbon,” says Cecilie Jonassen, CEO, Vow Green Metals.
Skagerak Energi, a regional energy company, headquartered in Porsgrunn, Norway, will through its subsidiary Skagerak Energipartner AS invest NOK 20 million at a price of NOK 1.863 per share (90 day volume weighted average price from 16 May 2024), representing a 11.2% premium to closing share price for the Company’s shares on 21 May 2024. Skagerak’s core businesses are electricity production and distribution, as well as the production and distribution of district heating.
“We invest in innovative solutions that reduce climate emissions, and Vow Green Metals has the technology, the commercial and industrial capability to succeed as a supplier to the European metallurgical industry,” says Jens B. Staff, CEO, Skagerak Energi.
With reference to the stock exchange announcement on 27 November 2023, Vardar will be converting the NOK 50 million loan previously provided to Vow Green Metals. The conversion price will be the same as for Skagerak Energi’s equity investment, NOK 1.863 per share. The option conversion agreement dated 27 November 2023 will not be executed. With this, Vardar will be an equity investor also in Vow Green Metals, in addition to the NOK 50 million investment in Vow Green Metal’s subsidiary VGM Operatør AS (the 20k ton biocarbon production facility in Hønefoss) announced earlier this year.
“This is an opportunity for Vardar to further develop and widen our partnership with Vow Green Metals, and accelerate the development of new, green industries in the region,” says Robert Olsen, CEO, Vardar.
About Skagerak Energi AS
Skagerak Energi is a regional energy group, headquartered in Porsgrunn, Norway. Skagerak delivers renewable energy contributing to a sustainable future. Its core businesses are electricity production and distribution, as well as the production and distribution of district heating. The Group has also investments within solar, biogas and battery solutions. The Group has ca 750 employees, an average energy production of 6 TWh, and revenues of around NOK 7.6 bn.
About Vardar AS
Vardar AS produces renewable energy in the form of water, wind, bio and solar, and is a long-term industrial investor in sustainable energy solutions for the future. In sum, Vardar AS, both directly and indirectly through Å Energi, produces around 2,2 TWh of hydro power annually, and is owned by eighteen municipalities in the county of Buskerud, in addition to Asker municipality. The Group has in addition to own renewable assets, several direct and indirect investments in companies operating in the renewable energy value chain, including ownership in Å Energi, Zephyr, Sunly and Solcellespesialisten.
Additional information
Following the required approvals by the AGM as described above, and registration in the Norwegian Register of Business Enterprises, it is expected that the Board of Directors will resolve to issue the new shares to Vardar and Skagerak Energi as described above. Upon completion of the share capital increases described herein, the share capital of the Company will be NOK 1 318 205.8 consisting of 202 800 897 shares each with a par value of NOK 0.0065.
The Board of Directors has considered the share capital increases in light of the equal treatment obligations under the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed share capital increases are in compliance with these obligations.
The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a directed share issue of NOK 20 million to Skagerak Energi. By structuring the equity raise as a directed share capital increase towards Skagerak Energi, the Company has secured a subscription price that is higher than the last closing price. Further, Skagerak Energi is a new investor (not existing shareholder) and is deemed a strategic investor with valuable industrial competence and positioning. The share capital increase towards Vardar will reduce the Company’s debt, and also take place at a subscription price higher than the last closing price. For the reasons described above, the Company will not carry out a subsequent repair issue directed towards shareholders that were not allocated shares in the share capital increases.
The Company refers to its announcement of 8 April 2024 regarding initiating a strategic process to seek investments to inter alia strengthen the Company’s financial position and fund specific projects. This process continues and the Company is in ongoing discussions for potential additional investments, however no guarantees can be made that any such investments will be made.
