Asker, 2 February 2021, 08:06 CET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 2 February 2021
Cambi ASA (“Cambi” or the “Company”), a world-leader in thermal hydrolysis and renowned for disrupting the wastewater industry, announces today a contemplated private placement of up to approximately NOK 415 million in new and existing shares in the Company (the “Private Placement”).
The Private Placement will consist of an offer of 21 million new shares raising gross proceeds to the Company of approximately NOK 302 million (the “Primary Offering”), as well as a sale of up to approximately 7.8 million existing shares from Awilhelmsen Capital Holdings AS (the “Selling Shareholder”) (the new and existing shares in the Company offered in the Private Placement are herein together referred to as the "Offer Shares").
Cambi is a global technology supplier for sustainable biosolids management at wastewater treatment plants. Since 1992, Cambi has developed a proven and patented core technology and built strong sales and marketing capabilities, evidenced by a portfolio of 71 thermal hydrolysis plants in 23 different countries.
“Every city of the world is a potential customer for Cambi, as we offer a leading environmental solution, with a solid business case,” says Per Lillebø, founder and CEO of parent company Cambi ASA.
Cambi’s thermal hydrolysis technology has set the standard for the advanced treatment of sewage sludge and bio-degradable wastes, turning them into valuable bioresources. The Cambi solution offers a clear environmental advantage, offsetting CO2 emissions in a sector where many cities have substantial potential for improvement.
The Company is a reliable partner in delivery of complete sludge treatment solutions to municipal utilities and industrial customers, with a team of 141 employees in 14 countries and their own manufacturing facility in the UK.
“We are ideally positioned to benefit from macrotrends, with urbanisation and an increased focus on converting wastewater to a sustainable source of water, energy, nutrients, and other recoverable by-products. Proven as a leading technology, we are now ready to leverage our highly scalable platform to accelerate international growth and let even more cities and urban areas benefit from our solutions,” says Eirik Fadnes, CEO of Cambi Group, the main operating company.
Over 100 million people around the world are currently benefitting from Cambi technology. Still, more than 98 percent of the market is yet to be developed, a significant opportunity the entire Cambi organisation is focused on. In addition to equipment sales, the Company is also developing privately-financed (“DBO”) projects enabled by Cambi’s core technology and expertise from Grønn Vekst’s recycling activities. Grønn Vekst is the market leader for recycling organic waste fractions to soil products in Norway.
Cambi had revenues of NOK 272 million in the first three quarters of 2020, compared to NOK 281 million for all of 2019. Operating profit for the three quarters of 2020 was NOK 9.2 million.
The Company secured a series of milestone contracts in 2020, such as the first contract in Hong Kong and, most recently, the first thermal hydrolysis sludge treatment plant in Ukraine, two promising markets. This has contributed to a large order backlog, with Cambi targeting revenues of NOK 600 to 850 million in 2022.
The Company intends to use the net proceeds from the Primary Offering to invest in DBO projects in the pipeline, as well as to invest in the international expansion of Grønn Vekst.
The Private Placement in brief:
The price per Offer Share in the Private Placement has been set to NOK 14.40, equivalent to a pre-money equity value of the Company of NOK 2,003 million based on the 139,073,700 shares currently outstanding in the Company (following a share split in the ratio 1:50 to be resolved at an extraordinary general meeting in the Company (the “EGM”) on 3 February 2021).
Two cornerstone investors have, subject to certain customary conditions, undertaken to subscribe for and will be allocated shares for a minimum of NOK 120 million at the Offer Price as follows; (i) DNB Asset Management (NOK 80 million) and, Handelsbanken Fonder (NOK 40 million). In addition, the Company has prior to launch received indications exceeding the Primary Offering.
The book building period in the Private Placement will commence today, 2 February 2021 at 09:00 CET and close on 3 February 2021 at 16:30 CET. The Manager and the Company may, however, at any time resolve to close or extend the book building period. If the book building period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Company, majority shareholder Cortex AS (the "Majority Shareholder"), the Selling Shareholder and members of the Company's board and management will enter into customary lock-up arrangements with the Manager (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company, the Majority Shareholder and members of the Company’s board and management, and 6 months for the Selling Shareholder, after the commencement of trading in the shares on Euronext Growth Oslo.
Cambi has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, admit the shares of the Company on Euronext Growth Oslo (the “Admission”). The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement and is currently expected to be on or about 9 February 2021.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Completion of the Private Placement is subject to (i) the necessary corporate resolutions, including the resolution by the Extraordinary General Meeting of the Company (to be held on 3 February 2021, the “EGM”) to grant the Company's Board of Directors (the "Board") an authorisation to issue the New Shares (the “Authorisation”), and the Board’s resolution to consummate the Private Placement and to allocate the Offer Shares pursuant to the Authorisation, and (ii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises having taken place. The Company may, in its sole discretion, in consultation with the Manager, cancel and/or modify the terms of the Private Placement, at any time and for any reason, without any compensation to the applicants. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
DNB Markets, a part of DNB Bank ASA is acting as Sole Global Coordinator and Bookrunner in connection with the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager. Corporate Communications AS is acting as communication advisor to the Company.
For more information, please contact:
Per Lillebø, founder and CEO of Cambi ASA, tel. +47 918 88 365
Eirik Fadnes, CEO of Cambi Group, tel. +47 907 20 014
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. 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.
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 the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.