11. December 2023
The primary insiders in Energeia AS (the Company), Jakobsen Energeia AS (JAE)
and Obligo Nordic Climate Impact Fund III AB (ONCIF), managed by Obligo
Investment Management AS ("Obligo") has entered into a share sale and mutual
call option agreement related to shares in Energeia. JAE is owned by the
Company's CEO, V.E. Jakobsen and ONCIF is represented in Energeia`s Board of
directors by Christian Dovland.
Prior to the agreement JAE holds 15,7% of the shares and ONCIF holds 12,83% of
the shares representing a combined ownership of 28,53% of Energeia AS.
V.E. Jakobsen remains fully committed to Energeia AS and is firmly intent on
maintaining his exposure to Energeia AS through the declaration of any options
hereunder.
Direct sale & purchase of shares and issuing of call options.
Under the agreement JAE has sold 5 683 915 shares, representing 4,77% of the
outstanding shares to ONCIF for a total consideration of NOK 6.250.000
equivalent to at a price of approximately NOK 1,10 per share. After the sale JAE
holds 13 032 434 shares representing 10,93% of and ONCIF holds 20 981 895
representing 17,60%.
In addition, JAE has issued two call options to ONCIF for the remainder of JAEs
shares in Energeia AS, and ONCIF has issued two reciprocal call options to JAE
for the repurchase of 50% the shares. The ONCIF call options has a term until
2024 and the JAE call options has a term until 2027. Mandatory notification of
trade will be issued if and when the call options are exercised.
Description of mutual call option agreements.
ONCIF call option 1: Price NOK 1,30 per share for up to 8.688.289 shares on or
before 30 March 2024.
ONCIF call option 2: Price of NOK 1,716 per share for up to 4.344.145 shares on
or before 30 September 2024. Final price is subject adjustment for the NOK/EUR
exchange rate on day of exercise.
JAE call option 1: The right to purchase up to 50% of the shares exercised by
ONCIF under call option 1 from ONCIF at a price of NOK 3,47 per share on 31
March 2027.
JAE call option 2: The right to purchase up to 50% of the shares exercised by
ONCIF under call option 2 from ONCIF at a price of approximately NOK 4,58 on 30
September 2027. The final price shall be adjusted to be equivalent to call
option 2 final exercise price multiplied by 2,67.
All call options are subject to corporate policy action adjustments, and JAEs
call options has a lock-up period of 24 months from purchase.
Background for the sale and option transaction.
The background for the share sale and mutual call option agreement is to secure
the financing need and to settle certain debt for JAE and V.E. Jakobsen. The
financing need stems from the investments conducted by V.E Jakobsen in the
period from 2009 to 2014 in establishment of what now is the Energeia group
operations in the Netherlands.
Statement from CEO V. E. Jakobsen: "The sale and option agreement secure a
long-term commitment for me personally, together with Obligo, to develop
Energeia AS into a strong and profitable company in collaboration with our
industrial partners in the years to come on behalf of our shareholders. Energeia
is positioned to become a significant contributor to renewable energy production
in Norway, with operations and a strong position for growth in the Netherlands.
Although the sale and mutual option agreement comes as a direct consequence of
the damages incurred to our group from the 2014 fraud, I am happy that my
personal financial efforts have resulted in today's Energeia group with 1 800
shareholders, a strong balance sheet and solid financial position. I am very
grateful for the trust the Obligo has placed in me and our future collaboration
in developing Energeia AS further."
Statement from Director Christian Dovland on behalf of ONCIF and Obligo:
"Energeia is one of the leading developers of large-scale solar PV in the
Norwegian market with a total of 20 projects under contract, representing an
initial capacity of more than 1000 MWp together with industrial partners Eidsiva
and Hydro Rein. In addition, Energeia has a profitable business and growing
platform in the Netherlands. Large scale solar PV is one of the cheapest sources
of energy and Obligo strongly believes in Energeia's ability to develop this
portfolio into highly valuable solar PV plants. By entering into these
agreements, ONCIF both increases its financial exposure to the company and
underlines its continued support to the management of Energeia as well as the
long-term commitment by CEO Viktor E Jakobsen in the years to come".
For further information, please contact:
CEO, Viktor Jakobsen, email: viktor@energeia.no and telephone: +47 916 11 009
This information is subject to the disclosure requirements pursuant to the MAR
article 19 and section 5-12 of the Norwegian Securities Trading Act.