Otovo AS
Otovo AS
11/10/2021 | Press release | Distributed by Public on 11/10/2021 00:30
Otovo announces all-share offer for EDEA
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
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Otovo announces all-share offer for EDEA
Otovo AS ("Otovo") hereby announces that it has resolved to launch an offer (the "Offer") for all the shares in European Distributed Energy Assets Holding AS ("EDEA").
The Offer will be a share-for-share exchange offer, where Eligible Shareholders (as defined below) in EDEA will be offered 1.7 shares in Otovo (the "Consideration Shares") for each tendered share in EDEA. At launch, the Offer is supported by 52.66% of the shareholders in EDEA, and it is unanimously recommended by the independent members of the board of directors in EDEA. At launch, 34.02% of the Eligible Shareholders have pre-accepted the Offer, and in addition, Otovo currently holds 18.64% of the shares in EDEA.
In the Offer, Otovo is valued at NOK 24.794 per share, corresponding to a total equity value of NOK 2,641,163,742, based on volume-weighted trades since Monday 8 November 2021. The consideration offered by Otovo to the eligible EDEA shareholders, values the EDEA Share at NOK 42.15 per share, corresponding to a total equity value of NOK 271,384,859. The value represents a return of 69% for investors participating in EDEA fundraising that took place in October 2020, and the offer is approximately 6% above the last trade in EDEA on the NOTC list.
Eligible Shareholders are the EDEA shareholders as of 3 November 2021, as appearing in the VPS on 5 November 2021, but excluding any shareholders behind nominee accounts unless Otovo knows the identity of the ultimate shareholder as at the date hereof.
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The strategic rationale for the proposed acquisition
The proposed combination of EDEA and Otovo will align shareholder interests, expand the total value creation from Otovo's leasing contracts, and enable a more suited capital structure in EDEA.
After the proposed transaction, the same party will accrue the full value creation and cost of creating leasing assets. In addition, the value creation from leasing assets will be unlocked for Otovo now, rather than after the two years remaining of the exclusivity agreement between the parties.
"2021 has been a breakthrough year for leasing in European residential solar. Together, EDEA and Otovo have a leasing value proposition that expands the market to households who cannot prioritize limited funds towards green home improvements. We see a strong strategic and industrial rationale to now fully combine EDEA and Otovo. This will accelerate the electrification of Europe", said CEO Andreas Thorsheim of Otovo.
"As this is an all-share offer, EDEA's shareholders will continue to benefit from the increased value creation arising from the combined company. Together, we are set to build Europe's leading solar company and improve access to clean and affordable energy for Europeans, regardless of whether they want to own or lease the solar panels and batteries", Thorsheim added.
After the completion of the Offer, Otovo will host a webcast to inform shareholders of the effect on reporting and metrics from Q4 2021 onward.
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The Consideration Shares will be ordinary shares of Otovo, to be issued as new shares in the same class of shares as the existing shares of Otovo already listed on Euronext Growth Oslo. The Eligible Shareholders are accordingly offered a listed, and more liquid share in Otovo.
No fractional Consideration Shares will be issued, and for each accepting Eligible Shareholder, the consideration will be rounded down to the nearest whole number of Consideration Shares (without any compensation for such rounding).
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The acceptance period will commence at 09:00 CET on 10 November 2021 and end at 16:30 CET on 24 November 2021.
An offer document will be available on https://investor.otovo.com/, subject to regulatory restrictions, prior to commencement of the acceptance period. The offer document contains information regarding Otovo, the Consideration Shares, and a description of the main risk related to an investment in Otovo and the Consideration Shares. As the shares in EDEA are not listed on any exchange or regulated market, the offer document has not been subject to review by any take-over or other public or supervisory authority, and the take-over rules in chapter 6 of the Norwegian Securities Trading Act are not applicable. As EDEA has less than 150 shareholders, the Offer (including the Offer of Consideration Shares) will not trigger any requirement to prepare a prospectus for Otovo.
The completion of the Offer will be subject to several customary conditions (and /or waiver thereof by Otovo in its sole discretion), such as (i) minimum acceptance of 90%, (ii) approval by the general meeting of Otovo, (iii) no action by the relevant authority, (iv) no obligation to prepare a prospectus and (v) ordinary conduct of business.
Following the expiry of the Offer Period and subject to the other conditions for completion of the Offer being fulfilled and/or waived by Otovo, the board of directors of Otovo will call for an extraordinary general meeting of Otovo in order to approve the share capital increase for the issuance of the Consideration Shares (whereby the tendered Shares will be contributed to Otovo as contribution in kind) within one week following expiry of the Offer Period (as extended). The notice period for the extraordinary general meeting is one week. Subject to approval by the extraordinary general meeting of Otovo of the issuance of the Consideration Shares, Otovo will seek to have the share capital increase registered in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret) (the "NRBE") as soon as possible after the extraordinary general meeting. Final settlement by delivery of the Consideration Shares to the Eligible Shareholders who have accepted the Offer is expected shortly after the completion of the registration of the share capital increase in the NRBE.
Further information regarding the offer, including the background and the strategic rationale, is further described in the offer document available at https://investor.otovo.com/.
SpareBank 1 Markets AS is acting as settlement manager for Otovo in the Offer. Advokatfirmaet Thommessen AS is acting as legal counsel to Otovo.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Anders Rønold on 10 November 2021 at 07:30 CET.
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About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and qualified energy installers. The company uses its proprietary technology to analyze the potential of any home and finds the best price and installer for customers based on an automatic bidding process between available installers.
Follow us on investor.otovo.com for reports, financial calendar, contact details, and more.
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IMPORTANT INFORMATION:
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 Otovo. 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 not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made.
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Otovo announces all-share offer for EDEA
Otovo AS ("Otovo") hereby announces that it has resolved to launch an offer (the "Offer") for all the shares in European Distributed Energy Assets Holding AS ("EDEA").
The Offer will be a share-for-share exchange offer, where Eligible Shareholders (as defined below) in EDEA will be offered 1.7 shares in Otovo (the "Consideration Shares") for each tendered share in EDEA. At launch, the Offer is supported by 52.66% of the shareholders in EDEA, and it is unanimously recommended by the independent members of the board of directors in EDEA. At launch, 34.02% of the Eligible Shareholders have pre-accepted the Offer, and in addition, Otovo currently holds 18.64% of the shares in EDEA.
In the Offer, Otovo is valued at NOK 24.794 per share, corresponding to a total equity value of NOK 2,641,163,742, based on volume-weighted trades since Monday 8 November 2021. The consideration offered by Otovo to the eligible EDEA shareholders, values the EDEA Share at NOK 42.15 per share, corresponding to a total equity value of NOK 271,384,859. The value represents a return of 69% for investors participating in EDEA fundraising that took place in October 2020, and the offer is approximately 6% above the last trade in EDEA on the NOTC list.
Eligible Shareholders are the EDEA shareholders as of 3 November 2021, as appearing in the VPS on 5 November 2021, but excluding any shareholders behind nominee accounts unless Otovo knows the identity of the ultimate shareholder as at the date hereof.
***
The strategic rationale for the proposed acquisition
The proposed combination of EDEA and Otovo will align shareholder interests, expand the total value creation from Otovo's leasing contracts, and enable a more suited capital structure in EDEA.
After the proposed transaction, the same party will accrue the full value creation and cost of creating leasing assets. In addition, the value creation from leasing assets will be unlocked for Otovo now, rather than after the two years remaining of the exclusivity agreement between the parties.
"2021 has been a breakthrough year for leasing in European residential solar. Together, EDEA and Otovo have a leasing value proposition that expands the market to households who cannot prioritize limited funds towards green home improvements. We see a strong strategic and industrial rationale to now fully combine EDEA and Otovo. This will accelerate the electrification of Europe", said CEO Andreas Thorsheim of Otovo.
"As this is an all-share offer, EDEA's shareholders will continue to benefit from the increased value creation arising from the combined company. Together, we are set to build Europe's leading solar company and improve access to clean and affordable energy for Europeans, regardless of whether they want to own or lease the solar panels and batteries", Thorsheim added.
After the completion of the Offer, Otovo will host a webcast to inform shareholders of the effect on reporting and metrics from Q4 2021 onward.
***
The Consideration Shares will be ordinary shares of Otovo, to be issued as new shares in the same class of shares as the existing shares of Otovo already listed on Euronext Growth Oslo. The Eligible Shareholders are accordingly offered a listed, and more liquid share in Otovo.
No fractional Consideration Shares will be issued, and for each accepting Eligible Shareholder, the consideration will be rounded down to the nearest whole number of Consideration Shares (without any compensation for such rounding).
***
The acceptance period will commence at 09:00 CET on 10 November 2021 and end at 16:30 CET on 24 November 2021.
An offer document will be available on https://investor.otovo.com/, subject to regulatory restrictions, prior to commencement of the acceptance period. The offer document contains information regarding Otovo, the Consideration Shares, and a description of the main risk related to an investment in Otovo and the Consideration Shares. As the shares in EDEA are not listed on any exchange or regulated market, the offer document has not been subject to review by any take-over or other public or supervisory authority, and the take-over rules in chapter 6 of the Norwegian Securities Trading Act are not applicable. As EDEA has less than 150 shareholders, the Offer (including the Offer of Consideration Shares) will not trigger any requirement to prepare a prospectus for Otovo.
The completion of the Offer will be subject to several customary conditions (and /or waiver thereof by Otovo in its sole discretion), such as (i) minimum acceptance of 90%, (ii) approval by the general meeting of Otovo, (iii) no action by the relevant authority, (iv) no obligation to prepare a prospectus and (v) ordinary conduct of business.
Following the expiry of the Offer Period and subject to the other conditions for completion of the Offer being fulfilled and/or waived by Otovo, the board of directors of Otovo will call for an extraordinary general meeting of Otovo in order to approve the share capital increase for the issuance of the Consideration Shares (whereby the tendered Shares will be contributed to Otovo as contribution in kind) within one week following expiry of the Offer Period (as extended). The notice period for the extraordinary general meeting is one week. Subject to approval by the extraordinary general meeting of Otovo of the issuance of the Consideration Shares, Otovo will seek to have the share capital increase registered in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret) (the "NRBE") as soon as possible after the extraordinary general meeting. Final settlement by delivery of the Consideration Shares to the Eligible Shareholders who have accepted the Offer is expected shortly after the completion of the registration of the share capital increase in the NRBE.
Further information regarding the offer, including the background and the strategic rationale, is further described in the offer document available at https://investor.otovo.com/.
SpareBank 1 Markets AS is acting as settlement manager for Otovo in the Offer. Advokatfirmaet Thommessen AS is acting as legal counsel to Otovo.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Anders Rønold on 10 November 2021 at 07:30 CET.
***
About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and qualified energy installers. The company uses its proprietary technology to analyze the potential of any home and finds the best price and installer for customers based on an automatic bidding process between available installers.
Follow us on investor.otovo.com for reports, financial calendar, contact details, and more.
***
IMPORTANT INFORMATION:
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 Otovo. 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 not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made.