Introduction to Kaldvík AS and Recent Developments
Kaldvík AS has made a significant announcement regarding its financial strategy as it looks to bolster its operations. The company has confirmed a new and enhanced financing package from its existing lenders that aligns with its goal of raising new equity. This development follows the company's recent Q1 report and involves a pre-committed private placement.
Details of the Private Placement
The company is planning a private placement to raise gross proceeds equivalent to approximately EUR 46.2 million. This will be achieved through the issuance of new shares, referred to as the "Offer Shares," at a subscription price of NOK 14 per share. The raise is significant as it will help Kaldvík AS in its strategic initiatives and funding requirements.
InvestorCommitments
Several trusted investors have pre-committed to participate in this private placement:
- Austur Holding AS, the largest shareholder with 57.46% ownership, plans to subscribe for Offer Shares at the Offer Price, ensuring they receive at least their pro-rata allocation.
- Laxar Eignarhaldsfelag ehf, holding 1.85% of shares, also aims to subscribe proportional to their holding.
- AR-Invest AS, owned by the company’s chairperson, will invest EUR 40,000 at the offer price.
- Eskja Holding ehf, with a 2.74% share, has committed to participate on a pro-rata basis as well.
Role of Financial Advisors
Kaldvík AS has appointed DNB Carnegie as the Sole Global Coordinator and Joint Bookrunner, alongside Arion Banki hf and Nordea Bank Abp as Joint Bookrunners for the private placement. They are expected to provide expert guidance throughout the process.
Use of Proceeds from the Private Placement
The net proceeds from the private placement will be strategically allocated towards several crucial financial endeavors. This includes financing biomass build-up, repaying a bridge facility provided by DNB Bank ASA, Arion Banki, Nordea, and Landsbankinn hf, as well as addressing shareholder loans and general corporate purposes.
Timeline for the Private Placement
The application window for this private placement commenced at 17:30 CEST on June 4, 2025, and will close at 08:00 CEST on June 5, 2025. The company retains the right to modify the application timeline at its discretion. Two separate tranches of shares will be issued: Tranche 1 will consist of 5,976,172 Offer Shares, whereas Tranche 2 will include the remaining shares needed to meet the funding goal.
Conditions and Settlement
The completion of the private placement's tranches is subject to board resolutions, as well as the execution of the Share Lending Agreement. Settlement for Tranche 1 is projected around June 10, 2025, while Tranche 2 is expected to follow on June 23, 2025, pending shareholder approval.
Considerations for Shareholders
Kaldvík AS acknowledges the shareholders' right of preemptive subscription. However, this private placement represents a deviation which has been evaluated against Norwegian law and stock exchange guidelines. The company believes this approach prioritizes efficiency and reduces market risks associated with traditional rights issues.
Potential Subsequent Offering
Following the private placement, Kaldvík AS may consider a subsequent offering of shares to existing shareholders who were not included in the pre-committed placements or weren't allocated shares. This offering will aim to ensure equal treatment among shareholders, thereby inviting those qualified as Eligible Shareholders.
Advisor Information
Kaldvík AS has partnered with highly respected financial institutions for the private placement initiative. DNB Carnegie, along with Arion Banki and Nordea, will guide Kaldvík as they navigate the complexities of this financial undertaking.
Contact Information
For any inquiry related to the private placement, interested parties can reach out to:
Roy-Tore Rikardsen, CEO: +354 791 0006
Róbert Róbertsson, CFO: +354 843 0086
Frequently Asked Questions
What is the purpose of the new financing for Kaldvík AS?
The new financing will support biomass build-up, repayment of existing financial obligations, and other corporate activities.
Who are the main investors in the private placement?
Main investors include Austur Holding AS, Laxar Eignarhaldsfelag ehf, AR-Invest AS, and Eskja Holding ehf.
When does the application period for the private placement end?
The application period will close on June 5, 2025, at 08:00 CEST.
How will the shares be allocated to investors?
The share allocation will be based primarily on pre-commitments and other assessment criteria as determined by the Board.
What happens if the private placement fails?
There are no guarantees for applicants concerning share allocation, and the company has the right to cancel the private placement at any time.
