Borregaard executes Tranche D
Yesterday, Borregaard announced [external link] their decision to increase ownership in Alginor ASA to 35% on a fully diluted basis, thus exercising their right according to Tranche D of the Investment Agreement dated 23 July 2021.
The Transaction is of a total of approximately NOK 124 million, divided into approximately NOK 120 million for a direct equity issue of 3,420,000 new shares in Alginor ASA, and NOK 4 million in shares acquired from Zirconia AS. The pre-determined transaction price per share is NOK 35.
In total Borregaard has invested approximately NOK 268 million in Alginor ASA.
The placement is carried out to facilitate Alginor’s planned investments in increased harvesting capacity and an integrated facility consisting of a food-grade alginate line and technology demonstration at the biorefinery site located at Avaldsnes.
Read our initial article on the Green Deal here.
Background
On 19 May 2020, Alginor submitted their DACOTA proposal to the European Innovation Council (EIC), which organises and funds R&D efforts within the European Economic Area. Alginor requested maximum funding in the form of blended finance in order to demonstrate its novel approach to kelp utilisation. Blended finance includes a grant (€2.5 million in this programme) which subsidises project costs according to the budget, as well as an equity investment of up to €15 million.
During the summer, the EIC approved Alginor’s project and initiated grant preparation. By 5 November, the formalities concluded and Alginor was awarded a portion of the grant. Before investing, the EIC demands that a third party conduct technical due diligence. The EIC also requires a lead investor to partake in the deal on equal footing. In early 2021, Alginor began talks with Borregaard to investigate such prospects.
On 23 July 2021, the investment agreement was finalised between Alginor, the EIC, Borregaard, and existing shareholder Hatteland. Tranche A of the agreement was executed on 6 August, for a total settlement of NOK 231 million.
Tranche B was carried out shortly after and a placement was issued to other existing and new investors, for a maximum amount of NOK 70 million. The share issue received considerable interest equalling NOK 122.6 million. All told, 358 investors partook in the placement, increasing the number of shareholders to 540, comfortably exceeding the stock exchange requirement.
Following the completion of tranche B, tranche C was executed by issuing a total of 2 million shares to be divided equally between EIC and Borregaard, raising their ownership to 25%.
Deal overview
| Investor | A | B | C | D | Total |
|---|---|---|---|---|---|
| EIC | 109 | 35 | 144 | ||
| Borregaard | 109* | 35 | 124* | 268 | |
| Hatteland | 25 | 25 | |||
| Others | 70 | 70 | |||
| Investment | 231 | 70 | 70 | 126 | 507 |
*In tranches A and D, Borregaard procured Alginor shares directly from Zirconia AS for a total of NOK 16 million. Thus, the total capital raised in Alginor is NOK 491 million.