Pryme N.V. - Private placement of new shares completed atNOK 11.00 per share, a premium of 14% over the closing price onMarch 25, 2024 with gross proceeds ofEUR 12 million (NOK 139 million ). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,SOUTH AFRICA ,NEW ZEALAND ,JAPAN ,THE UNITED STATES , THEUNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFULPryme N.V. ("Pryme" or the "Company") announces that it has entered into agreements with certain investors for the subscription of a total of 12,672,933 new ordinary shares in the Company (the "Offer Shares ") in a privately negotiated private placement (the "Private Placement") with gross proceeds ofEUR 12 million , corresponding to approximatelyNOK 139.4 million based on a EUR:NOK exchange ratio of 1:11.6170. The subscription price in the Private Placement wasEUR 0.9469 per share, corresponding toNOK 11.00 per share based on the same exchange ratio. The net proceeds to the Company from the Private Placement will be used for (i) the ramping up and optimization of the Company's first plant, (ii) the defining and executing of the Company's growth strategy including the development and permitting of the Company's future plant sites and for (iii) working capital and general corporate purposes. Certain primary insiders have been allocatedOffer Shares in the Private Placement. Details around such primary insider subscriptions and allocation ofOffer Shares are disclosed in separate disclosures. The investors that have been allocated shares in the Private Placement subject to EGM approval areTaranis Investment Limited (10,620,777 shares), Stichting Multistrat (1,056,078 shares) and Circular Plastics Cooperatief U.A. (996,078 shares). Completion of the Private Placement by delivery ofOffer Shares is subject to: (i) the Company's extraordinary general meeting (expected to be held on or aboutApril 9th, 2024 ) (the "EGM") resolving to approve the Private Placement and issue the Offer Shares, and (ii) the Offer Shares having been validly issued, fully paid and registered with theNorwegian Central Securities Depository (VPS). Items (i) to (ii) in the foregoing are collectively referred to as the "Conditions". Registration of the share capital increase in the Company pertaining to the Private Placement is expected on or aboutApril 12th, 2024 , and delivery of the Offer Shares is expected on or aboutApril 16th 2024 . The Offer Shares will not be tradable on Euronext Growth Oslo before the Conditions have been met. The first day of trading for the Offer Shares on Euronext Growth Oslo is expected to be on or aboutApril 16th, 2024 . Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital ofEUR 3,052,967.45 divided into 61,059,349 shares, each with a par value ofEUR 0.05 . The Company will be subject to a six-month lock-up obligation, subject to customary exceptions. The Company has considered the Private Placement in light of applicable rules on equal treatment, both from a company law perspective and pursuant to the obligations set out in Euronext Growth Rule Book II, applicable for companies listed on the Euronext Growth Oslo. Following careful consideration, the Board has concluded that the Private Placement is in compliance with these rules, and that the Company's shareholders who did not participate in the Private Placement are not disadvantaged by the structure of the Private Placement. In reaching its conclusion, the Board of Directors took into consideration that the Company had the opportunity to raise significant funds quickly, from investors willing to pay a premium to the current trading price of the share on Euronext Growth Oslo, while structuring the fundraising as a rights issue directed towards all shareholders would have entailed significant costs and take several months to complete, likely at a significant discount to the trading price in line with market practice for rights offering. A broader and public fundraising process on a private placement basis would also have taken more time and could potentially have jeopardized the opportunity available to the Company to raise funds quickly and at a premium. The fact that the Private Placement is done at a premium to the prevailing market price should also make it possible for shareholders who wish to uphold their relative ownership in the Company by purchasing shares in the open market, without suffering a dilutive effect from the Private Placement. Consequently, the Company does not intend to carry out a subsequent offering of shares to shareholders who did not participate in the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement. For additional information, please contact: Pryme Investor relations: ir@pryme-cleantech.com About Pryme | www.pryme-cleantech.comPryme N.V. is an innovative cleantech company focused on converting plastic waste into pyrolysis oil through chemical recycling on an industrial scale. Its efficient and scalable technology is based on a proven process that has been further developed and enhanced with proprietary characteristics. The company has initialized production at its first plant in the port ofRotterdam , with an expected nameplate intake capacity of about 40,000 tons of plastic waste annually. Pryme's ambition is to contribute to a low-carbon circular plastic economy and to realize the large rollout potential of its technology through the development of a broad portfolio of owned-operated plants with strategic partners. The company is listed on Euronext Growth Oslo. Important Notice This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any of their securities inthe United States or to conduct a public offering of securities inthe United States . Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Company, nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Company, nor any of its affiliates accepts any liability arising from the use of this announcement. This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. Thisstock exchange announcement was published byRene de Graaf , General Counsel ofPryme N.V. , on25 March, 2024 at22:45 CET on behalf of the Company.
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