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NOK 400 million private placement

Alginor ASA: Announces successful private placement raising gross proceeds of NOK 400 million

Alginor ASA (“Alginor” or the “Company”) is pleased to announce that it has conducted a private placement towards new and existing shareholders (the “Private Placement”) raising approximately NOK 400 million in gross proceeds through allocation of 11,111,112 new shares (“Offer Shares”) at a subscription price of NOK 36.00 per Offer Share.

The Company intends to use the net proceeds from the Private Placement to finance the expansion of the first commercial biorefinery processing lines (located at Avaldsnes, Norway) and for general development purposes.

CEO in Alginor ASA, Kjetil Rein, made the following statement:

“I am pleased to announce that Alginor has successfully carried out a private placement, attracting strong interest from new high-quality investors and continued support from our existing shareholders in uncertain market conditions. We appreciate the backing from our existing shareholders and welcome our new investors. With this placement and the planned offerings towards our existing shareholders, we are well-positioned to establish our first commercial biorefinery processing lines at Avaldsnes, Norway. This development marks a crucial step towards our long-term goal of becoming a significant supplier within sustainable bio-based ingredients to global industries.”

ABG Sundal Collier ASA (the “Manager”) acted as sole manager and bookrunner in connection with the Private Placement. Schjødt acted as legal counsel.

Important information on conditions for completion, allocation, and subsequent repair offerings

Completion of the Private Placement remains subject to (i) approval by the Company’s extraordinary general meeting (the “EGM”), expected to be held on or about 4 July 2024, (ii) full payment of the subscription amount for all Offer Shares; and (iii) the Offer Shares having been validly issued by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises and registration of the Offer Shares in the Euronext Securities Oslo (VPS).

The transaction included pre-commitments and allocations to large existing shareholders including Borregaard, European Innovation Council and Jakob Hatteland Holding AS (together with affiliates), as well as a significant pre-commitment and allocation to Must Invest AS.

Notification of conditional allocation will be distributed to investors on or about 19 June 2024. Payment for the allocated shares falls due on or about 5 July 2024. Delivery of Offer Shares will take place as soon as possible following the EGM and registration of the share capital increases pertaining to the allocated Offer Shares in the Norwegian Register of Business Enterprises.

The Company intends to carry out a subsequent repair offering of up to 2,361,112 new shares (raising up to approximately NOK 85 million in gross proceeds) at the Offer Price, directed towards existing shareholders in the Company as of 12 June 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Over-subscription and subscription without subscription rights for new investors will be permitted. Furthermore, in accordance with the terms of existing shareholders' agreement, the Company may conduct a subsequent offering towards Borregaard to ensure that their pro-rata ownership of 35% on a fully diluted basis is retained.

The subsequent offerings are subject to, inter alia:

  1. the completion of the private placement;
  2. the general meeting authorizing the board to carry out the subsequent offerings;
  3. approval by the board; and
  4. publication of a national prospectus, expected to be issued on or about 24 June 2024.

For further information, please contact:

Kjetil Rein, CEO
Phone: +47 913 89 236

Haakon Farstadvoll, CFO
Phone: +47 412 71 987

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.

This announcement is for information purposes only. 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 nor the Manager (or any of their respective affiliates) accepts any liability arising from the use of this announcement.

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 their securities in the United States or to conduct any public offering of securities in the United States.