Envipco: EUR 15m private placement successfully placed

12 Dec 2022 21:17 CET

Envipco: EUR 15m private placement successfully placed
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO 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"),
AUSTRALIA, CANADA, THE
HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR
JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Amersfoort, The Netherlands – December 12, 2022
Reference is made to the announcement by Envipco Holding N.V. (“Envipco” or the
“Company”) earlier today
regarding a contemplated private placement (the “Offering”). The Company is
pleased to announce that it
has raised approximately EUR 15 million in gross proceeds through the Offering.
Subject to satisfaction of
the conditions for completion of the Offering as set out below and the relevant
shareholder approvals being
obtained, 5,639,097 new ordinary shares in the Company (the “Offer Shares”) will
be issued at a price per
Offer Share of EUR 2.66 (the "Offer Price"). The Offer Shares will be registered
in the Norwegian Central
Securities Depository (the “VPS”).
The issuance of the Offer Shares and the exclusion of the related pre-emptive
rights requires shareholders
approval for which an extra-ordinary general meeting of shareholders (“EGM”)
shall be convened. If the
required approvals by the EGM are not obtained, the Offering will instead be
completed as a sale of existing
shares from the lending shareholders, as further described below.
The Company is experiencing strong momentum with significant recent contract
wins for reverse vending
machine ("RVM") deliveries in new deposit return scheme markets. Hence, the
Company intends to use the
net proceeds from the Offering to fund: (i) working capital investments related
to the production and sale
(direct or leasing) of RVMs to customers, (ii) financing R&D investments related
to continuously improving
and extending the Company's RVM technology platform, (iii) market development
investments related to
selling or supporting the sale of RVMs worldwide, and (iv) general corporate
purposes.
Completion of the Offering is subject to (i) the board of directors of the
Company (the "Board") resolving to
proceed with the Offering, allocate the Offer Shares and call for the EGM to be
held on or about 24 January
2023 and (ii) the Offer Shares having been fully paid. Approval of the Offering
at the EGM is not a condition
for completion of the Private Placement.
The Company's shares are listed on Euronext Amsterdam and Euronext Growth Oslo,
under the ticker ENVI
and ENVIP, respectively. The shares issued and delivered in the Offering will be
in the VPS and will not be
tradable on Euronext Amsterdam unless they are exchanged into shares in the
Company held through
Euroclear Netherlands, the central security depositary in the Netherlands.
Settlement of the Offer Shares is subject to satisfaction of the conditions set
out above. The allocated Offer
Shares are expected to be settled through a delivery versus payment transaction
delivery of existing and
unencumbered shares in the Company that are already listed pursuant to a share
lending agreement entered
into between the Manager, the Company, Mr. Alexandre Bouri and Mr. Gregory
Garvey (the "SLA"). In the
event that the Offering and the issuance of the Offer Shares and the exclusion
of the related pre-emptive
rights are not approved by the EGM, instead of lending shares the lending
shareholders will be considered
to have sold their shares pursuant to the SLA. Further settlement details will
be stated in the allocation
notice. The required approvals of the EGM are subject to the affirmative vote of
75% of the votes cast at the
EGM. Notifications of conditional allocation are expected to be sent by the
Manager on or about 13
December 2022. Further settlement details will be communicated by the Manager
following satisfaction of
the conditions.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment
obligations under the rules on equal treatment of Oslo Rule Book II for
companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's guidelines on the rule of equal
treatment, and is of the opinion that
the proposed Offering is in compliance with these requirements. By structuring
the transaction as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount
to the current trading price and with significantly lower completion risks
compared to a rights issue. In
addition, the Offering is subject to marketing through a publicly announced
bookbuilding process and a
market-based offer price should therefore be achieved. On this basis and based
on an assessment of the
current equity markets, the Board has considered the Offering to be in the
common interest of the Company
and its shareholders. As a consequence of the private placement structure, the
Board will request that the
EGM approves that the shareholders' preferential rights to subscribe for the
Offer Shares is deviated from.
On this basis, the Board has resolved not to conduct a subsequent offering
directed towards shareholders
who did not participate in the Offering.
Advisers
Carnegie AS is acting as Sole Bookrunner and Manager in connection with the
Offering. Advokatfirmaet
Thommessen AS is acting as the Company's Norwegian legal advisor and Bird & Bird
(Netherlands) LLP is
acting as the Company's Dutch legal advisor.
For further information please contact:
Derk Visser, Group CFO Envipco Holding N.V.
Telephone: +31 33 2851773
Gregory Garvey, Chairman Envipco Holding N.V.
Telephone: +1 203 9134218
About Envipco Holding N.V.
Envipco Holding N.V., www.envipco.com, is a Netherlands-based holding company
listed on Euronext Amsterdam and
Euronext Oslo Growth (Symbols: ENVI/ENVIP). Envipco, with operations in several
countries around the globe, is a
recognized leader in the development and operation of reverse vending machines
(RVMs), automated technological
systems for the recovery of used beverage containers. Known for its innovative
technology and market leadership,
Envipco holds several intellectual property rights for RVM systems, including
but not limited to beverage refund
deposit markings, material type identification, compaction and accounting.
IMPORTANT INFORMATION
This announcement is not for distribution or release, in whole or in part,
directly or indirectly, in or into 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"), Australia, Canada, the Hong Kong Special
Administrative Region of the People's
Republic of China or Japan, or any other jurisdiction in which the distribution
or release would be unlawful.
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to
purchase securities of the Company in the United States or any other
jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities
of the Company have not been, and will
not be, registered under the U.S. Securities Act, and may not be offered or sold
in the United States absent registration
under the US Securities Act or an available exemption from, or transaction not
subject to, the registration
requirements of the US Securities Act. There will be no public offering of
securities in the United States. Any sale in
the United States of the securities mentioned in this communication will be made
solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the
United States.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic
Area nor elsewhere. With respect to any Member State of the European Economic
Area (each an "EEA Member State"),
no action has been undertaken or will be undertaken to make an offer to the
public of securities requiring publication
of a prospectus in any EEA Member State. 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 EU Prospectus Regulation, i.e.,
only to investors who can receive the offer without an approved prospectus in
such EEA Member State. The expression
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14
June 2017 (together with any applicable implementing measures in any Member
State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are
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) are persons falling
within Article 49(2)(a) to (d) of the Order
(high net worth companies, unincorporated associations, etc.) (all such persons
together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity to which
this announcement relates is available
only to 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
"anticipate", "believe", "continue",
"estimate", "expect", "intend", "may", "should", "will" 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. 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 information, opinions and forward-looking
statements contained in this
announcement speak only as at its date and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The
Manager is acting exclusively for
the Company and no one else and will not be responsible to anyone other than the
Company for providing the
protections afforded to their respective clients, or for advice in relation to
the contents of this announcement or any
of the matters referred to herein.
Neither the Manager nor any of its respective 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 not a prospectus. No prospectus is required and no such
prospectus or similar document will
be published in connection with the Offering. 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 respective affiliates
accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly
disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as
a result of new information, future
developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons
into whose possession this announcement or such other information should come
are required to inform themselves
about and to observe any such restrictions.

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577981_121222 Envipco Completion Announcement.pdf