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    TECO   NO0010887516

TECO 2030 ASA

(TECO)
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Real-time Oslo Bors  -  05/24 08:53:48 am EDT
5.080 NOK   -3.24%
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TECO 2030 ASA: CONTEMPLATED PRIVATE PLACEMENT

12/16/2021 | 10:36am EDT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

TECO 2030 ASA ("TECO" or the "Company") has engaged Fearnley Securities AS to act as manager and bookrunner (the "Manager") to advise on and carry out a private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 40 - 65 million (the “Private Placement”).

The total number of Offer Shares to be allocated and issued will depend on the demand and the final offer price to be determined by the board of directors of the Company (the "Board"), in consultation with the Manager, following an accelerated bookbuilding process.

Subject to customary terms and conditions, certain investors have pre-committed to subscribe for NOK 40 million in the Private Placement, , on the basis of the offer price being set at a discount of 5% to the closing price on 16 December 2021. The pre-committing investors include companies affiliated with Jakob Hatteland (NOK 30 million) and companies affiliated with Eskil Hansen (NOK 10 million).

The Company intends to use the net proceeds from the Private Placement for partial funding of ongoing development programs and general corporate purposes. TECO Group AS (the Company’s largest shareholder) and the Company’s CEO and CFO will enter into a 6 month customary lock-up with the Manager following the completion of the Private Placement.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable 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, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The bookbuilding and application period for the Private Placement commences today, 16 December 2021 at 16:30 CEST, and is expected to close on 17 December 2021 at 08:00 CEST. The Company may, in consultation with the Manager, at any time and for any reason at its sole discretion shorten or extend the bookbuilding and application period. If the period is shortened or extended, the other times and dates referred to herein may be changed correspondingly.

The Company will announce the final number of Offer Shares allocated and the final offer price in the Private Placement in an announcement expected to be published on newsweb.no before the opening of trading on Euronext Growth Oslo tomorrow, 17 December 2021. The number of Offer Shares to be allocated will be determined and the allocation will be made at the discretion of the Board in consultation with the Manager, after the expiry of the bookbuilding period.

The Offer Shares allocated in the Private Placement will be settled through a delivery-versus-payment transaction on a standard T+2 basis, by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo, made available to Fearnley Securities AS by the Company's largest shareholder, TECO Group AS, pursuant to a share lending agreement.

The Offer Shares subscribed in the Private Placement will thus be tradable upon notification of allocation, expected to be on or about 17 December 2021. The settlement date in the Private Placement is expected to be on or about 21 December 2021. Fearnley Securities AS will settle the share loan with new shares in the Company to be issued by a resolution of the Board pursuant to an authorisation granted by the annual general meeting held on 10 February 2021 (the "Authorisation").

Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to approve the Private Placement and issue the Offer Shares pursuant to the Authorisation, and (ii) payment being received for the Offer Shares. The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to settlement.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, section 3.1 of the Euronext Growth Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and is of the opinion that the deviation from the preferential rights of the existing shareholders inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the expected limited dilution effects of the transaction, is in the common interest of the shareholders of the Company and in compliance  with  these obligations and guidelines.

The Company may, however, subject to completion of the Private Placement and certain other conditions, resolve to carry out a subsequent repair offering of new shares at the offer price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 16 December 2021 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.

Please see attached an updated Company presentation. Fearnley Securities AS act as manager and bookrunner in the Private Placement.

 

Advokatfirmaet Thommessen AS acts as legal counsel to the Company.

For further information, please contact:

Media:

Tore Enger, CEO of TECO 2030, tel: +47 920 83 800

Investors:

Pål Christian Johnsen, CFO of TECO 2030, tel: +47 412 76 747

Disclosure regulation

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contacts

  • Pål Christian Johnsen, CFO, +47 412 76 747, pcj@teco2030.no
  • Tore Enger, CEO, +47 920 83 800, tore.enger@teco.no

About TECO 2030 ASA

About TECO 2030

TECO 2030 is an innovative engineering and equipment development company aiming to significantly increase the use of renewable energy solutions, specifically in the form of hydrogen fuel cells, and reduce the environmental footprint of the shipping industry.

TECO Marine Fuel Cell is a modular hydrogen Proton Exchange Membrane fuel cell system specifically designed for heavy-duty marine applications offering emission free propulsion by using hydrogen as fuel. Developed in co-operation with AVL.

TECO is building a combined factory and innovation center for production of fuel cells in Narvik, Norway, with a fully-operational capacity of 1.2 GW.

Since its IPO late 2020, TECO has been granted about NOK 75 million in financial support from ENOVA, Research Council of Norway and Innovation Norway for the continued development of the fuel cell, fuel cell production line and carbon capture & storage.

This information is such that TECO is required to disclose in accordance with the EU Market Abuse Regulation.

 

This announcement was published by Pål Christian Johnsen, CFO, TECO 2030 ASA, on 16 December 2021 at 16:35 CEST.

 

Important information: 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. 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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State). This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement. 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 Manager nor any of their 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. In connection with the Private Placement, the Manager and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Attachments

© NTB Norway, source NTB English Regulatory Releases

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Financials
Sales 2022 59,0 M 6,15 M 6,15 M
Net income 2022 -51,0 M -5,32 M -5,32 M
Net cash 2022 153 M 15,9 M 15,9 M
P/E ratio 2022 -18,8x
Yield 2022 -
Capitalization 721 M 75,2 M 75,2 M
EV / Sales 2022 9,64x
EV / Sales 2023 3,39x
Nbr of Employees 23
Free-Float 42,3%
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Income Statement Evolution
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Mean consensus BUY
Number of Analysts 2
Last Close Price 5,25 NOK
Average target price 7,00 NOK
Spread / Average Target 33,3%
EPS Revisions
Managers and Directors
Tore Enger Co-Chairman & Chief Executive Officer
Pål Christian Johnsen Chief Financial Officer
Sigurd Gaarder Lange Co-Chairman
Arild Eiken Chief Technology & Project Officer
Birgit Marie Liodden Director