Successful completion of the private placement
NOT FOR DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES REFERRED TO HEREIN.
Reference is made to the stock exchange announcement from Scana ASA (OSE: SCANA) (“Scana” or the “Company”) earlier today regarding the contemplated private placement of NOK 400–450 million (the “Private Placement”).
The Company hereby announces that the Private Placement has been successfully completed. The Company has raised gross proceeds of approximately NOK 400 million through the subscription and allocation of 285,909,150 shares at a price of NOK 1.40 per share (the “Offer Price”).
The Offer Price represents a discount of 25.13% compared to the closing price on 15 December 2021. The Private Placement was carried out through an accelerated bookbuilding process managed by Fearnley Securities AS and SpareBank 1 Markets AS as joint bookrunners (the “Managers”).
The net proceeds from the Private Placement will be used partly to finance the acquisition of all shares in PSW Holding I AS—the holding company of PSW Group—from a group of investors led by funds advised by Herkules Capital (“Herkules”) and other minority shareholders (the “Transaction”), as well as related costs, to repay an outstanding shareholder loan, and for general corporate purposes.
The completion of the Private Placement is subject to:
(i) all corporate resolutions required to implement the Private Placement being validly passed, including a resolution by an extraordinary general meeting to carry out the Private Placement following the expiry of the bookbuilding period and to increase the Company’s share capital by issuing new shares;
(ii) receipt of payment for the new shares;
(iii) registration of the share capital increase relating to the Private Placement with the Norwegian Register of Business Enterprises;
(iv) credit approval for the bank facility; and
(v) satisfaction of other conditions for completion of the Transaction, including the continued listing of the Company on the Oslo Stock Exchange.
The Company will convene an extraordinary general meeting (“EGM”) to approve the Private Placement, which is expected to be held on or around 6 January 2022. Shareholders representing 35.5% of the outstanding shares in the Company have committed to vote in favor of the Private Placement.
Settlement of the New Shares allocated in the Private Placement is expected to take place on a delivery versus payment (T+2) basis, facilitated by a pre-payment guarantee agreement between the Managers and the Company.
The New Shares will be delivered under a separate ISIN, which will be merged with the Company’s ordinary ISIN once a listing prospectus is approved by the Financial Supervisory Authority of Norway (Finanstilsynet). Temporary trading of the New Shares will be facilitated on Euronext NOTC.
Following the completion of the Private Placement, the Company will have a registered share capital of NOK 393,420,981, divided into 393,420,981 shares, each with a nominal value of NOK 1.00.
The Board has assessed the Private Placement in light of the requirement for equal treatment of existing shareholders, as set out in the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act, the Oslo Stock Exchange Rulebook, and Circular 2/2014, and is of the opinion that the Private Placement is in compliance with applicable laws and regulations.
In the Board’s view, it is in the best interest of the Company and its shareholders to raise new capital for the purposes described above, and that such capital is raised through a private placement where shareholders’ pre-emptive rights are set aside.
By conducting the capital raise as a private placement, the Company is able to secure new capital in an efficient manner with significantly lower execution risk than would have been the case with a rights issue.
The Company intends to carry out a subsequent offering (the “Repair Offering”) of up to NOK 70 million, directed towards existing shareholders of Scana as of 15 December 2021 (as registered in the VPS at the end of 17 December 2021), who did not participate in the Private Placement and who are not resident in jurisdictions where such an offering would be unlawful or (in jurisdictions outside Norway) would require a prospectus, registration, or similar processes.
The subscription price in the Repair Offering will be equal to the subscription price in the Private Placement. Further information will be provided in due course.
Advokatfirmaet Schjødt AS has been engaged as the Company’s legal advisor in connection with the Transaction and the Private Placement.
For further information about Scana, please visit www.scana.no or contact:
Styrk Bekkenes, CEO Scana ASA E-post: styrk.bekkenes@scana.no T: +47 40 40 35 20
Torvald Ulland Reiestad, CFO Scana ASA E-post: Torvald.reiestad@scana.no T: +47 97 98 78 95
Oddbjørn Haukøy, CEO PSW Group E-post: obh@psw.no T: +47 91 17 19 14
Scana i in brief
Scana ASA is the parent company of a group of strong equipment and service providers to the maritime industry.
PSW Group in brief
PSW Group is a provider of products, systems, and services to the energy and maritime industries. The company’s multidisciplinary expertise, state-of-the-art facilities, and strategic partnerships enable it to meet industry standards and customer challenges with safe, reliable, and cost-effective solutions.
About the combined Company
The combined entity will be a strong global company headquartered in Bergen, with approximately 450 employees. The company aims to become a key partner in the green transition across the shipping, offshore, energy, and aquaculture industries.
Both PSW and Scana have already made significant contributions to the green transition through the delivery of finished products and the development of new technologies.
PSW is the leading shore power provider in Europe, and over the past year has secured several contracts for the delivery of such systems across Europe, including to the Northern Lights carbon capture facility at Kollsnes.
The company also holds a strong position in both maritime and land-based energy storage solutions, and operates a full-scale test center for battery systems and hydrogen at its facilities in Ågotnes.
In recent years, PSW has been a key supplier to over 25 different offshore vessel hybridization projects.
More recently, PSW has developed intelligent battery storage systems for optimizing land-based power supply, and is currently working on the development of the first hydrogen-powered shore power system.
This innovation has attracted significant international interest, and PSW is now positioned to offer hydrogen-powered shore power solutions to ports with limited capacity in their existing power infrastructure.
Scana has recently made a strong impression in anchoring technology for floating offshore wind and the aquaculture industry.
Its portfolio company Seasystems has delivered 33 anchoring brackets, which have been installed on the concrete foundations of the 11 wind turbines in Equinor’s Hywind Tampen development.
The same company has also supplied anchoring equipment for:
Norway Royal Salmon’s offshore fish farm Arctic Offshore Farming
Nordlaks’ offshore facility Jostein Albert
The Pempa’q In-stream Tidal Energy Project in Canada
While sustainable technology solutions will be the primary focus for the “new” Scana, traditional products and services for the oil and gas industry will continue to represent an important part of the business.
PSW holds a strong position in the offshore industry, particularly in electrical systems, automation, and well control. Today, the company supplies technology products within power systems and well control, and in recent years has established a solid market position with proprietary solutions in subsea electrification and well plugging.
This information is considered inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements under Section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Frøydis Nilsen Mathisen, Marketing Manager at Scana ASA, on 15 December 2021 at 23:20 CET.
