Pryme N.V. - Private Placement Announcement

16 Dec 2024 23:20 CET

Pryme N.V. - Private Placement Announcement

Pryme N.V. - Private placement of new shares completed at NOK 1.7340 per share,
a premium of 17% over the closing price on December 16th, 2024 with gross
proceeds of EUR 4.0 million (NOK 46.7 million).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE
UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL
Pryme N.V. (“Pryme” or the “Company”) announces that it has entered into
agreements with certain investors for the subscription of a total of 26,936,041
new ordinary shares in the Company (the "Offer Shares") in a privately
negotiated private placement (the "Private Placement") with gross proceeds of
EUR 4.0 million, corresponding to approximately NOK 46.7 million based on a
NOK:EUR exchange ratio of 1:11.6758. The subscription price in the Private
Placement was EUR 0.1485 per share, corresponding to NOK 1.7340 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 allocated Offer Shares in the Private
Placement. Details around such primary insider subscriptions and allocation of
Offer Shares are disclosed in separate disclosures.
The investors that have been allocated shares in the Private Placement subject
to EGM approval are Taranis Investment Limited (13,468,023 shares) and Circular
Plastics Coöperatief U.A. (13,468,018 shares).
In connection with the Private Placement, the investors will also be party to
investor call option agreements and company put option agreements on the
following key terms:
Under the investor call option, each investor being allocated shares in the
Private Placement will simultaneously receive a contractual non-transferable
call option to subscribe for a number of additional new shares in the Company at
the Offer Price corresponding to 1.5 times the number of Offer Shares allocated
to the investor in the Private Placement. The subscription price per share when
exercising the investor call option is equal to the subscription price in the
Private Placement.
Under the company put option, each investor being allocated shares in the
Private Placement will simultaneously grant the Company a contractual
non-transferable put option to require the investor to subscribe for a number of
additional new shares in the Company at the Offer Price corresponding to 1.5
times the number of Offer Shares allocated to the Applicant in the Private
Placement, subject to fulfilment of certain conditions precedent relating to the
Company fulfilling the operational and financial targets published in the
Company’s trading update dated December 10th, 2024.
Both the investor call option and the company put option are non-transferable
and will expire unless executed by the expiry of 30 June 2025. Any exercise of
either the investor call option or the company put option by or towards an
investor will reduce the other option correspondingly.
Completion of the Private Placement by delivery of Offer Shares is subject to:
(i) the Company’s extraordinary general meeting (expected to be held on or about
January 14th, 2025) (the "EGM") resolving (a) to approve the Private Placement
and issue the Offer Shares, (b) to increase the authorized share capital in the
Company, and (c) any other resolutions necessary to validly issue the investor
call option and the company put option, and (ii) the Offer Shares having been
validly issued, fully paid and registered with the Norwegian 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 about January 23rd, 2025, and delivery of
the Offer Shares is expected on or about January 23rd, 2025. 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 about January 23rd, 2025.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of EUR 4,405,222.00 divided
into 88,104,440 shares, each with a par value of EUR 0.05.
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
Company's board of directors (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 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. When making its
assessments, the Board has also taken into account the effect of the
above-mentioned options which are issued as part of 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.com
Pryme 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 of
Rotterdam, with an expected nameplate intake capacity of about 26,000 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.
Pryme can be followed on LinkedIn.

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 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 of their securities in the United
States or to conduct a public offering of securities in the 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.

This stock exchange announcement was published by Rene de Graaf, General Counsel
of Pryme N.V., on 16 December 2024 at 23:20 CET on behalf of the Company.

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