Reference is made to the stock exchange announcements made bySkandia Greenpower AS (the "Company") on15 November 2022 and3 February 2023 regarding the Company's attempt of strategic solutions and to raise equity capital. The Company is pleased to announce that as a result of this process, the Company entered into a subscription agreement on15 February 2023 with Evendo Invest AS ("Evendo Invest") (the "Subscription Agreement"), whereas Evendo Invest has undertaken to subscribe for shares in the Company through a private placement of new shares in the Company directed towards Evendo Invest based on the terms in the Subscription Agreement (the "Private Placement"). In accordance with the Subscription Agreement, Evendo Invest has undertaken to subscribe for 40,185,760 new shares in the Company (the "New Shares") at a subscription price equal toNOK 0.31 per New Share (the "Subscription Price") raising gross proceeds of approximatelyNOK 12,500,000 . Pursuant to the Subscription Agreement Evendo Invest's obligation to subscribe for the New Shares in the Private Placement is subject to the following conditions (jointly, the "Conditions"): (i) the Company's board of directors (the "Board") having called for an extraordinary general meeting of the Company (the "EGM") to resolve the proposed allocation and issuance of the New Shares and to elect new members to the Board, and (ii) the EGM resolves with at least 2/3 of majority vote of the attendees to allocate and issue the New Shares, and with at least 1/2 of majority vote of the attendees to elect the proposed new board members. The Company intends to send the notice to the EGM on or about15 February 2023 so that the EGM can be held on or about22 February 2023 . Information on the new Board will be included in the EGM notice. Through the Private Placement, the Company's financial capacity will be strengthened for a period and the Board considers entering into the Subscription Agreement and conducting the Private Placement as the only real alternative for the Company to continue its operations. Consequently, if the Conditions are not met, including that the Private Placement is not approved by the required majority at the EGM, the Company will, if no other real alternatives exists, file for bankruptcy. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital ofNOK 2,831,816.70 divided into 56,636,334 shares, each with a par value ofNOK 0.05 . The Private Placement represents a deviation from the existing shareholders' preferential right to subscribe for and be allocated new shares in the Company, cf. Section 10-4 of the Private Limited Liability Act. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules of equal treatment set out in the continuing obligations for companies admitted to trading on Euronext Growth Oslo and Oslo Børs' guidelines on the rules of equal treatment. The Board's assessment is based, among other things, on time considerations and the Company's immediate need for capital (where petition for bankruptcy/liquidation have been the alternative), a lack of capital and investment willingness in the Company based on experience from the strategic process sinceNovember 2022 , that the Subscription Price in the Private Placement is higher than the market value of the Company's shares as of14 February 2023 atNOK 0.23 per share, that the Private Placement is directed towards a new investor and thus there is no discrimination between existing shareholders, and that Evendo Invest, in the Board's assessment, will be the right shareholder for the Company with the competence and willingness to build and run the Company's operations going forward. In its assessment, the Board has also assessed the large dilution effect of the Private Placement and alternative solutions (including inviting other shareholders), but weighed against the above-mentioned considerations, the Board recommends that the general meeting waive the pre-emptive right, and as such the Private Placement is considered to be in the best interest of the Company and its shareholders. As a result of the Company's financial distress prior to the Private Placement, the Company and its subsidiaries reduced its spending on marketing and has also completed other cost saving procedures. Due to such events and the current market outlook, the Company has reduced their guiding on 10,000 customers in early 2023 for Elkompis, to 5,500 customers at the end of first quarter 2023 for Elkompis. Elkompis currently has 4,700 customers. The Company also note that the opening balance of the Group's equity for the financial year ended31 December 2022 will be adjusted down by approximatelyNOK 4.5 million due to erroneous revenue recognition in previous reporting periods for several years. The error has no effect on the Group's previously reported cash and cash equivalents. The Group's reported equity as of1 January 2022 wasNOK 152.25 million whereas the corrected equity as of1 January 2022 is approximatelyNOK 147.75 million . The final adjustment is subject to audit. AdvisorsPareto Securities AS is acting as financial advisor to the Company in connection with the Private Placement.Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Private Placement. For further information, please contact: Erik Edvard Tønnesen, Chair of the Board E-mail: erik@skagerakcapital.com Phone: +47 908 81 948
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