NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR 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.
OSLO, Norway, September 15, 2020 – With reference to the press release published 13 September 2020, Agilyx AS (“Agilyx”, or the “Company”), , has the pleasure of announcing a successful placing of approximately NOK 300 million through a private placement (the “Private Placement”) of 167,353 new shares in the Company (the “New Shares”).
The New Shares were allocated to new and existing investors at a price of NOK 1,796 per share, which implies a pre-money equity value of the Company of NOK 1.3 billion. The Private Placement attracted strong interest from existing shareholders in Agilyx, as well as high quality ESG focused institutional investors and was approximately 10 times oversubscribed excluding shares pre-allocated to cornerstone investors. The three cornerstone investors who subscribed for and were allocated shares for NOK 100 million were DNB Asset Management with NOK 40 million, Delphi and Storebrand funds with NOK 40 million, and Nordea Asset Management with NOK 20 million
The net proceeds from the Private Placement will be used for acceleration of project development and delivery, pipeline development and European expansion, R&D expansion, Cyclyx development required to support business plan, as well as for general corporate purposes.
Members of the Company’s management and board, as well as certain other large shareholders have (subject to certain exemptions) entered into customary lock-up arrangements with Carnegie AS (the “Manager”) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, sell or dispose of shares, as applicable, for a period of twelve or six months, as applicable.
Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including the Company’s Board of Directors’ resolution to proceed with the Private Placement and the approval from an extraordinary general meeting in the Company to be held on 24 September 2020 (the
a company operating in chemical
recycling of post-use plastics back into plastics chemicals and low carbon fuels
“EGM”), (ii) payment being received for the New Shares, and (iii) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pursuant to the Private Placement. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
Allocation to investors are expected to be communicated on or about 16 September 2020, with payment date on or about 25 September 2020 and delivery of the New Shares to the subscribers on or about 30 September 2020.
The Company intends to apply for, and expects to, subject to conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, have its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 30 September 2020.
In conjunction with the Private Placement, the Company’s board of directors has proposed to carry out a share split of 1:100 (the “Share Split”). The Share Split will, upon the EGM’s approval, take effect immeditaly after the share capital increase pertaining to the Private Placement has been registered with the Norwegian register of business enterprises. The Company’s share capital following the Private Placement and the Share Split will be NOK 727,055 divided into 72,705,500 shares, each with a nominal value of NOK 0.01.
“Our vision is to fully utilize waste plastic as a valuable renewable resource — creating a true circular economy for plastics, a material that we all have come to depend on in our daily lives. This successful capital increase, combined with a listing on Merkur Market, provides us with a strong financial platform to take significant steps towards fulfilling this,” said Peter Norris, Chairman of the Agilyx Board of Directors, and Chairman of the Virgin Group. “We believe that advanced recycling and feedstock know-how is a key to moving plastic waste recycling rates from 10% to 90%,” he said.
“We will now continue to improve our capabilities and push forward in accelerating the many projects in our development pipeline, in addition to our commercially operational facility in Oregon, US, CEO Tim Stedman says.
Agilyx is the pioneer in chemically recycling difficult-to-recycle post-use plastic streams into a variety of products including circular virgin like plastics, chemical intermediates, and fuels. The company has not only developed these first-to-market products, but has also developed a feedstock management company Cyclyx International, Inc. and is working with many waste service providers, municipalities, petro-chemical, and many brand and retail companies to develop closed-loop advance recycling solutions for mixed waste plastics. Contact us to have your plastic waste streams recycled at firstname.lastname@example.org. For more information, follow us on social media and visit us at www.agilyx.com.
The Company has appointed Carnegie AS to act as Manager in the Private Placement and listing, and Advokatfirmaet BAHR AS as its Norwegian legal advisor.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Manager, including any of its affiliates or any of its respective directors, officers, employees, advisors or agents does not accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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 materials.
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).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 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.
This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. The Manager will not regard any other person as its clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to its clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Manager and any of its 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, the Manager and any of its affiliates acting
as investors for their own accounts. The Manager does 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.
Matters discussed in this announcement and the subscription materials may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “aims”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release and the subscription materials 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement and the subscription materials whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement and the subscription materials speak only as at its date and are subject to change without notice.
The Private Placement and the contemplated admission to trading on Merkur Market may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Merkur Market will occur.
This announcement is for information purposes only. It does not purport to be complete, and it 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. The Company and 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.