Na im veröffentlichten Bericht zum Börsengang im April:
newsweb.oslobors.no/message/530479
Verwässerung von 13,3%:
Additional dilution effects of up to maximum 13.3% may be caused by the Saga Option Agreement, pursuant to
which Saga Pure ASA has an option right in the period from 19 July to 12 October 2021 to subscribe for 4,978,000
new shares in the Company at a fixed subscription price of NOK 6.026 per new share, see Section 10.5 "Financial
instruments". Shares subscribed by Saga Pure under the Saga Option Agreement (as defined below) will be subject
to lock-up undertaking for a period of 6 months following completion of the Private Placement, see Section 6.5.2
"Major Shareholders".
und weiter:
10.5 Financial instruments
Other than as set out in Section 9.4 ("Share Option Programme") and the Saga Option Agreement described below,
the Company has not issued any options, warrants, convertible loans or other instruments that would entitle a holder
of any such instrument to subscribe for any shares in the Company.
Saga Pure ASA, one of the major shareholders of the Company, entered into an option agreement with the Company
17 December 2020 as further clarified and amended by addenda dated 30 March 2021 and 14 April 2021 (the "Saga
Option Agreement"). The Saga Option Agreement was approved by the Board of Directors and the general meeting
of the Company. Pursuant to the Saga Option Agreement, Saga Pure ASA has the following contractual rights;
(i) Saga Pure ASA may in the period between 19 July to 12 October 2021 (the "Exercise Period"), require
the Company to issue shares to Saga Pure ASA for up to 4,978,000 new shares in the Company at a
fixed subscription price of NOK 6.026 per new share.
(ii) Until 12 October 2021 (last day of the Exercise Period), Saga Pure ASA has a first right of refusal on any
subscription of shares in the Company, meaning that the Company in this limited period, must first ask
Saga Pure ASA if they want to exercise their option above (i) prior to offering any securities to other
parties (including other existing shareholders).
(iii) Any shares owned by Saga Pure ASA, including any potential new shares issued under the Saga Option
Agreement, will be subject to the lock-up undertakings entered into in connection with the Private
Placement, i.e. for a period of 6 months following completion of the Private Placement, see Section 6.5.2
"Major Shareholders".
The Board of Directors hold an authorisation to increase the share capital by up to NOK 14,934, in order to be able
to comply with the terms of the Saga Option Agreement. If the Saga Option Agreement is exercised to the fullest,
the maximum dilution effect would be 13.3%.
The Sage Option Agreement will effectively lapse as from 13 October 2021.
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