05.10.2020

Private placement and listing of Volue

Volue AS: Contemplated private placement and listing on Merkur Market

Administrerende direktør Trond Straume I Volue (t.v.) og administrerende direktør Ørjan Svanevik i Arendals Fossekompani.

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.

Volue AS: Contemplated private placement and listing on Merkur Market

Oslo, 5 October 2020. Volue AS (“Volue” or the “Company”), a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets, has engaged ABG Sundal Collier ASA and Arctic Securities AS (the “Managers”) to advise on and effect a contemplated private placement of up to NOK 1,000 million in new and existing shares in the Company (the “Private Placement”). The Private Placement will consist of an offer of up to 15,625,000 new shares raising gross proceeds to the Company of NOK 500 million (the “Primary Offering”) and a sale of up to 15,625,000 existing shares from Arendals Fossekompani ASA (“AFK””).

The Company intends to use the net proceeds from the Primary Offering to invest in both organic and in-organic growth initiatives, building scale and strengthening its optimising solutions, as well as general corporate purposes.

The price per share in the Private Placement has been set to NOK 32.00 (the “Offer Price”), equivalent to a pre-money equity value of the Company of NOK 4,000 million based on the 125 million shares currently outstanding in the Company.

Nine cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for a minimum of NOK 500 million at the Offer Price as follows: (i) Eika Kapitalforvaltning 100 million; (ii) Luxor Capital Group 100 million; (iii) Andenæsgruppen 60 million; (iv) CentraGruppen 60 million; (v) Norron 50 million; (vi) Sissener AS 40 million; (vii) Danske Invest 30million; (viii) Delphi Fondene 30 million; and (ix) KLP Kapitalforvaltning 30 million.

The bookbuilding period in the Private Placement will commence today, 5 October 2020 at 09:00 CEST and close on 7 October 2020 at 14:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Volue has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently expected to be on or about 19 October 2020.

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 has 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) all necessary corporate resolutions being validly resolved by AFK and the Company, including without limitation, the Company’s board of directors and an extraordinary general meeting of the Company resolving to approve the Private Placement and issue the New Shares, and (ii) receipt by the Managers of the shares to be borrowed pursuant to a share lending agreement with AFK. Each of the Company and AFK reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company, AFK nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

“The transition to carbon-free energy production is one of the biggest challenges of our time. It depends on a successful digitalization of the entire green energy value chain. Volue is playing an active role in a much-needed consolidation of a fragmented energy technology market. Our goal is to help customers accelerate the shift to renewable energy by enabling full integration of the green energy value chain,” says Trond Straume, CEO of Volue.

“Volue is a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets, contributing to the green energy transition for power producers and distributors. In a rapidly changing market, Volue accelerates the green transition and provides a high score offering on the EU taxonomy classification. A separate listing of the company will strengthen the platform for future growth and value creation even further,” says Ørjan Svanevik, CEO of Arendals Fossekompani and continues:

“In addition, the listing of Volue makes underlying values in Arendals Fossekompani more visible and creates a more focused structure for our shareholders. It also underlines our strategy of developing green technology companies with global reach and leading market positions.”

Volue in brief:
Volue AS is a leading green-tech provider of business critical software and solutions for the energy, power grid and infrastructure markets. The Company is an international technology company that provides software solutions and industrial platforms, analyses, and trading and management services, automating and optimizing the way energy is produced, traded, distributed and consumed. Its offering is a significant contributor to enabling the transition to green energy sources for power producers and distributors and has been developed over decades of operating in the green-tech space.

The Company was established on the backdrop of a fundamentally changing power market. Controllable energy resources are phased out in favor of variable energy resources such as solar and wind. This occurs in parallel with the general electrification of society in order to reduce greenhouse gas emissions, which in sum contributes to increased complexity in the energy system and a significant need for power producers and distributors for more advanced optimization solutions.

The Group operates three segments: energy, power grid and infrastructure. Firstly, in the energy segment, the Group helps customers master the energy transition by enabling wall-to-wall digitalisation of the green energy value chain. Next, in the power grid segment, the Group enables power distributors to support electrification of society by unlocking flexibility and digital management of the power grid. Lastly, in the infrastructure segment, the Group deliver flexible capabilities for digital water management and help automate processes and machines for the construction industry.

Volue has over around 2,000 customers in 44 countries, ranging from global supermajors to local players, and 30 offices in eight countries.

Company highlights:

  • Leading provider of business critical software for the energy and utility sector, considered a green-tech company with service offering classified as an enabling activity, accelerating the green transition and scores high on the EU taxonomy classification
  • The transition towards green, non-controllable energy sources increases complexity and volatility in the power market, and hence the need for the advanced software solutions Volue provides
  • Strong customer relationships with leading European energy companies, having won several landmark contracts in the Nordics and the rest of Europe, and with a demonstrated ability to create value for customers
  • End-to-end coverage throughout the green energy value chain, deemed highly attractive for customers requiring dynamic and cloud-based software solutions
  • Accelerating recurring revenue and SaaS growth with scale effects driving margin expansion combined with additional growth potential from M&A in a fragmented markets
  • LTM revenues of NOK 853m and LTM adjusted EBITDA of NOK 176m
  • Ambition to accelerate its positive growth trajectory over the coming years, delivering c.15% organic growth, EBITDA margin towards 30% and aching a SaaS share of >50% in the mid to long term

 Arendals Fossekompani in brief:
Arendals Fossekompani is a green-tech investment company that owns energy- and technology-related companies which enable the transition to a green economy. AFK is also a producer of hydropower, a property developer and a financial investor. AFK was founded in 1896 and has been listed at the Oslo Stock Exchange since 1913.

Advisors:
ABG Sundal Collier ASA and Arctic Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company and AFK, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

For more information, please contact:
Trond Straume, Chief Executive Officer, Volue +47 907 99 625
Arnstein Kjesbu, Chief Financial Officer, Volue +47 970 47 699
Ørjan Svanevik, Chief Executive Officer, Arendals Fossekompani +47 41 45 15 60

 Important notice:
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 Managers 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 s 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.