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Capsol Technologies ASA - Approval and publication of prospectus and launch of subsequent offering
13 Mar 2026 12:57 CET
Issuer
Capsol Technologies ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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. FURTHER RESTRICTIONS APPLY.
Oslo, 13 March 2026: Reference is made to the stock exchange announcement
published by Capsol Technologies ASA ("Capsol" or the "Company") on 29 January
2026 regarding a successfully placed private placement of 8,653,846 new shares
in the Company at a subscription price of NOK 5.20 per share (the "Offer
Price"), raising gross proceeds of approx. NOK 45 million (the "Private
Placement"). Further, reference is made to the separate stock exchange
announcement made by the Company on 29 January 2026 regarding key information
relating to the contemplated subsequent offering of up to 3,500,000 new shares
in the Company (the "Offer Shares") (the "Subsequent Offering").
Approval and publication of prospectus
The Norwegian Financial Supervisory Authority has today, 13 March 2026, approved
a prospectus prepared by the Company (the "Prospectus") in connection with the
Subsequent Offering and the listing of the Offer Shares.
The subscription form and the Prospectus will, subject to regulatory
restrictions in certain jurisdictions, be made available at the websites of
Pareto Securities AS (the "Manager"): www.paretosec.com/transactions.
The Subsequent Offering
The Subsequent Offering comprises an offer of up to 3,500,000 new shares in the
Company, each with a par value of NOK 0.50, at a fixed subscription price of NOK
5.20 per Offer Share, equal to the Offer Price in the Private Placement. Subject
to all Offer Shares being issued, the Subsequent Offering will raise gross
proceeds of approx. NOK 18.2 million.
The subscription period in the Subsequent Offering will commence on 16 March
2026 at 09:00 CET, and expire on 27 March 2026 at 16:30 CET (the "Subscription
Period") (subject to any extension).
The Subsequent Offering will be directed towards shareholders in the Company as
of 29 January 2026 (as registered in the VPS two trading days thereafter (2
February 2026) (the "Record Date")), who (i) held less than 4% of the shares
outstanding in the Company, (ii) were not allocated shares in the Private
Placement, and (iii) are not resident in a jurisdiction where such offering
would be unlawful or, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action (such eligible shareholders
collectively referred to herein as the "Eligible Shareholders").
Each Eligible Shareholder will be granted 0.129877 non-transferable subscription
right (the "Subscription Rights") for every existing share registered as held by
such Eligible Shareholder in the VPS as of the Record Date, rounded down to the
nearest whole Subscription Right. Each Subscription Right will, subject to
applicable law, give the right to subscribe for, and be allocated, one (1) Offer
Share in the Subsequent Offering. The Company reserves the right to reduce the
number of Offer Shares which one Subscription Right entitles Eligible
Shareholders to receive in the event that (i) additional Eligible Shareholders
are identified after the date of this Prospectus, and (ii) the Company receives
in excess of 3,500,000 valid subscriptions with Subscription Rights in the
Subsequent Offering. Any such reduction will be made on an equal basis and
uniformly applied to all subscribers in the Subsequent Offering.
Oversubscription and subscription without Subscription Rights will not be
permitted. The Subscription Rights will not be tradable. The Subscription Rights
must be used to subscribe for Offer Shares prior to expiry of the Subscription
Period on 27 March 2026 at 16:30 CET. Subscription Rights that are not used to
subscribe for Offer Shares before the expiry of the Subscription Period will
have no value and will lapse without compensation to the holder.
Subscription for Offer Shares may be made by submitting a correctly completed
subscription form, attached as Appendix B to the Prospectus, to the Manager in
accordance with the terms and conditions set out in the Prospectus. Eligible
Shareholders who are residents of Norway with a Norwegian national identity
number (Nw.: fødsels- og personnummer) may subscribe for Offer Shares by way of
online subscription. The subscription form and further instructions regarding
the subscription procedure are available in the Prospectus.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid are expected to be made available to subscribers on or about
30 March 2026. The payment date for the Offer Shares allocated in the Subsequent
Offering is expected to be on or about 1 April 2026. Subject to timely payment
of the Offer Shares, the Company expects that the share capital increase
pertaining to the Subsequent Offering will be registered with the Norwegian
Register of Business Enterprises on or about 10 April 2026 and that the Offer
Shares will commence trading on Euronext Oslo Børs on or about 13 April 2026.
Additional information regarding the Subsequent Offering, including procedures
for subscription, payment and delivery of the Offer Shares, is set out in the
Prospectus.
Advisors
Pareto Securities AS is acting as manager and Advokatfirmaet BAHR AS is acting
as legal advisor to the Company in connection with the Subsequent Offering.
Contacts
For further information, please contact:
Jacob Zeno Clausen Krøvel,
SVP Investment and Strategy, Capsol Technologies,
+47 48 40 32 25
jacob.krovel@capsoltechnologies.com
About Capsol Technologies
Capsol Technologies ASA is a carbon capture technology provider with a goal of
accelerating the transition to a net zero future. The technology combines
inherent heat recovery and generation in a stand-alone unit based on a proven
and safe solvent. Capsol's technology is licensed either directly to customers
or through industrial partners globally. Key segments include cement, biomass,
energy-from-waste and gas turbines. Capsol Technologies is listed on Euronext
Oslo Børs (ticker: CAPSL). For more information visit capsoltechnologies.com.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act and the Euronext Oslo Rulebook II -
Issuer Rules.
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. 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 US 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 or their securities 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 and "major U.S. institutional investors" as defined in Rule 15a-6 under the
United States Exchange Act of 1934.
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. 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 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.
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.
More information:
Access the news on Oslo Bors NewsWeb site
Source
Capsol Technologies ASA
Provider
Oslo Børs Newspoint
Company Name
CAPSOL TECHNOLOGIES ASA
ISIN
NO0010923121
Symbol
CAPSL
Market
Euronext Oslo Børs