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BEWI – Contemplated private placement

25 November 2020

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 OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

25 November 2020: BEWi ASA (“BEWi” or the “Company”) has retained Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS as joint bookrunners (together, the “Managers”) to advise on and effect a contemplated private placement of new shares to raise gross proceeds of up to NOK 75 million through the issuance of new ordinary shares (the “Offer Shares”) in the Company (the “Private Placement”) after the close of trading on Oslo Børs today. The final number of Offer Shares to be issued in the Private Placement will depend on the final subscription price per Offer Share (the “Offer Price”), which will be determined by the Company’s board of directors (the “Board”) in consultation with the Managers following an accelerated bookbuilding process.

The net proceeds from the Private Placement will be used to primarily reduce net debt and to strengthen the financial flexibility for the Company’s M&A strategy.

The Private Placement will be directed towards Norwegian and international institutional investors, and other qualified investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion in consultation with the Managers, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

Frøya Invest AS, the Company’s largest shareholder, has pre-committed to apply for Offer Shares for a total amount of NOK 42.78 million in the Private Placement, equivalent to Frøya Invest AS’ pre Private Placement pro rata shareholding in the Company of 57.04%. If the Private Placement is oversubscribed, the allocation of Offer Shares to Frøya Invest AS will be reduced in order to give priority to other investors to improve overall free float, and accordingly, Frøya Invest AS may potentially not be allocated any Offer Shares in the Private Placement.

The issuance of the Offer Shares will be carried out by the Board based on an authorisation granted by the extraordinary general meeting held on 16 November 2020 (the “Authorisation”).

The application and bookbuilding period commence today at 16:30 CET and is expected to close at 08:00 CET tomorrow, 26 November 2020 (the “Application Period”). The Application Period may, at the sole discretion of the Company in consultation with the Managers, close earlier or later and may be cancelled at any time and for any reason without notice, and consequently, the Company may refrain from completing the Private Placement.

The Company will announce the final number of Offer Shares placed and the Offer Price in the Private Placement in a stock exchange notice expected to be published before the opening of trading tomorrow, 26 November 2020. Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including the resolution by the Board to consummate the Private Placement and issue the Offer Shares, and (ii) payment being received for the Offer Shares allocated. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 26 November 2020 through a notification to be issued by the Managers. The allocation will be determined at the end of the Application Period and final allocation will be made at the Board’s sole discretion in consultation with the Managers.

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company, that are already admitted to trading on Merkur Market (to be renamed Euronext Growth Oslo), pursuant to a share lending agreement between Frøya Invest AS (as lender), the Company and SpareBank 1 Markets AS (on behalf of the Managers). The Offer Shares will be tradable from the time of allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation.

As the Private Placement is structured to ensure that a market based Offer Price is achieved and equal treatment obligations under the Norwegian Securities Trading Act are observed, it is currently not planned to conduct a subsequent share issue (“repair issue”) directed towards shareholders not participating in the Private Placement.

The Company has applied for listing on the Oslo Stock Exchange, or alternatively Oslo Axess (to be renamed Euronext Expand) (the “Listing”). Prior to the Listing and subject to the Board’s approval, the Company intends to carry out the following offerings (the “Offerings”) after completion of the Private Placement:

  • A retail offering of new shares to the public in Norway to raise gross proceeds of up to NOK 10 million, with a subscription price per share expected to be equal to the Offer Price; and
  • an offering of new shares to eligible employees of the BEWi group and members of the Board to raise gross proceeds of up to NOK 15 million, with a subscription price per share expected to be with a 20% discount to the subscription price in the retail offering.

Participants in the Private Placement will not be entitled to participate in the public offering. A prospectus will be prepared in connection with the Offerings and the Listing. The subscribers in the Private Placement will thus not be able to review or base their investment on such prospectus.

For further information, please contact:
Charlotte Knudsen, Director of Communication and IR, BEWi ASA, tel: +47 9756 1959

About BEWi ASA
BEWi is a leading international provider of packaging, components and insulation solutions, in Europe. The company’s commitment to sustainability is integrated throughout the value chain, from the production of raw materials and end goods, to the recycling of used products. Since the start in the Norwegian archipelago at Frøya in 1980, the company has created value for its customers by offering sustainable solutions in innovative and efficient ways. With a vision to protect people and goods for a better every day, BEWi is leading the change towards a circular economy.

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

IMPORTANT NOTICES
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 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.

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 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 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 products and 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 of the Managers nor any of their respective affiliates make 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, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.