Vow ASA: Announcement of Fully Underwritten Rights Issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Oslo, 27 September 2024:

Reference is made to VOW ASA's (the "Company") half-year report and stock exchange announcement published on 29 August 2024, where it was announced that the Company had agreed amended debt facilities (the "Debt Facilities”) with improved covenant headroom subject to (i) agreement on final documents, and (ii) strengthening of the Company's balance sheet by raising new equity of minimum NOK 125 million.

Following this announcement and in response to feedback from investors, as well as a reassessment of the Company’s business plan and growth prospects, the Company has decided to raise new equity amounting to gross proceeds of NOK 250 million. The increased equity raise will further strengthen Vow’s financial position and enable the Company to capitalize on more opportunities in its markets.

In addition to the already announced amendments to its Debt Facilities, the following amendments have been further negotiated with DNB Bank ASA on the debt covenants: (i) Debt Service Cover Ratio: 1.0x until YE 2025, and (ii) Equity Ratio of 20.0% until maturity. The Company has also secured a liquidity bridge with DNB Bank ASA of NOK 125 million to fund liquidity needs in the period until it receives the proceeds from the Rights Issue.

"The board is very pleased with the outcome and strong support from both existing shareholders and new fundamental investors. Based on feedback from the market we decided to increase the size of the transaction compared to what was originally indicated in the Company’s half-year report. The additional funds will provide an even stronger financial platform from which the Company can develop,” said Narve Reiten, Chair of the Board of Directors of Vow ASA.

The Fully Underwritten Rights Issue
The board of directors has resolved to propose that the new equity is raised through a fully underwritten rights issue (through a combination of pre-commitments and underwriting commitments) with preferential rights for existing shareholders to raise approximately NOK 250 million (the "Rights Issue"). The Rights Issue is subject to shareholder approval at an extraordinary general meeting of the Company, currently expected to be held on or about 19 November 2024 after close of the Oslo Stock Exchange (the "EGM"). Notice of the EGM, including proposed resolutions and further information regarding the Rights Issue, is expected to be sent to the shareholders on or about 29 October 2024. Certain existing shareholders, including DNB Bank ASA (the Company’s largest shareholder), and the Underwriters (as defined below), subject to the Underwriter being a shareholder in the Company at the record date, currently representing 54.5 per cent of the shares in the Company, have undertaken that they will vote in favour of the Rights Issue at the EGM.

"For Vow, our current and prospective customers and employees, this solution is much welcome news. The Company is well placed to continue to provide advanced and much needed environmental solutions to the cruise industry. We have already celebrated significant achievements in new industry verticals, and we have a strong pipeline of new opportunities in several industry verticals. With this fully underwritten Rights Issue, which is supported by shareholders and investors our entire team is now ready to deliver on our potential,” said Henrik Badin, CEO of Vow ASA.

DNB Markets, a part of DNB Bank ASA and Pareto Securities AS have been retained as Global Coordinators & Bookrunners while SpareBank 1 Markets AS have been retained as Co-manager (together with the Global Coordinators, the "Managers") for the Rights Issue. Advokatfirmaet Thommessen AS is the legal advisor to the Company.

DNB Markets is a part of DNB Bank ASA. DNB Bank ASA is a lender under the Company’s Debt Facilities, where proceeds from the Rights Issue will partly be used for debt repayment.

Use of proceeds
The net proceeds from the Rights Issue will be used to (i) improve the Company’s liquidity position for the Company to be able to execute on the current orderbook and on new opportunities, (ii) strengthen the balance sheet by way of debt repayment to facilitate an amended bank facility agreement with improved covenant headroom.

Terms and conditions
Each shareholder will be granted tradeable subscription rights ("Subscription Rights") in proportion to the number of existing shares held at the expiry of the trading day following the date of the EGM, as registered in the Norwegian Central Securities Depository (VPS) on the second trading day on Euronext Oslo Børs thereafter (the "Record Date"), cf. section 10-4 of the Norwegian Public Limited Liability Companies Act. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue. Oversubscription will not be allowed, and subscription without Subscription Rights will only be permitted for the Underwriters.

The subscription price in the Rights Issue will be set based on the theoretical share price exclusive of the subscription rights (TERP) based on the volume-weighted average price (VWAP) of the Company’s shares on Euronext Oslo Børs during the last three trading days prior to the EGM (with the date of the EGM being the last day), less a discount of approximately 30 per cent. The final subscription price in the Rights Issue (the "Subscription Price”) will be determined by the EGM.

The Company will prepare and publish an EEA prospectus for the offering and listing of the shares issued in the Rights Issue that will include the full terms and conditions of the Rights Issue and will be subject to approval by the Norwegian Financial Supervisory Authority prior to publication (the "Prospectus"). All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.

Pre-commitment and Underwriting
The Company's largest shareholder, DNB Bank ASA, has pre-committed to subscribe for its pro-rata share of the Rights Issue (i.e. 25.67 per cent) without receiving any fee or other form of consideration.

A consortium consisting of Kistefos AS, Songa Capital AS, Fondsavanse AS, EdenTree Investment Management Limited, MP Pensjon AS, Fredrik Lundgren, Wilhelm Risberg, Saga Pure ASA, Tycoon Industrier AS and Apollo Asset Limited (together, the "Underwriters”) have, subject to customary conditions, underwritten and pre-committed to subscribe for the remaining shares to be issued in the Rights Issue (i.e. NOK 185.83 million).

An underwriting fee of 8 per cent will be paid based on the underwriting commitment provided by each Underwriter, payable in new shares to be issued at the same subscription price as in the Rights Issue. These new shares will be in addition to the shares to be issued in the Rights Issue.

Timeline
According to the current tentative timetable, and subject to the approval by the EGM, the Company’s shares are expected to trade exclusive of Subscription Rights from on or around 21 November 2024, the record date for the Subscription Rights is expected to be on or around 22 November 2024 and the subscription period for the Rights Issue is expected to commence on or around 25 November 2024 and end on or around 9 December 2024. The period during which the Subscription Rights are to be tradable is expected to commence on or around 25 November 2024 and end on or around 4 December 2024. The Subscription Period may not be shortened, but the Company’s board of directors may extend the Subscription Period if required. Any changes will be announced through stock exchange announcements.

For more information, please contact:

Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com

Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com

About Vow ASA

Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about preventing pollution. The company's world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries. Advanced technologies and solutions from Vow enable industry decarbonisation and material recycling. Biomass, sewage sludge, plastic waste and end-of-life tyres can be converted into clean energy, low carbon fuels and renewable carbon that replace natural gas, petroleum products and fossil carbon. The solutions are scalable, standardised, patented, and thoroughly documented, and the company's capability to deliver is well proven. The company is a cruise market leader in wastewater purification and valorisation of waste. It also has strong niche positions in food safety and robotics, and in heat-intensive industries with a strong decarbonising agenda. Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).

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 on instructions by Tina Tønnessen, CFO, at the date and time as set out above. This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

- IMPORTANT INFORMATION –

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Managers.

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.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their 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 of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.