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, 14 September 2021. Pyrum Innovations AG (“Pyrum” or the “Company”) has engaged Pareto Securities AS (the “Manager”) to advise on and effect a contemplated private placement of up to NOK 476.4 million in new and existing shares in the Company (the “Private Placement”). All shares offered in the Private Placement will be represented by depository receipts that represent interests in shares through a depository arrangement in accordance with customary practice for non-Norwegian issuers in the Norwegian Central Securities Depository ("VPS Shares"). All references to "shares" in this stock exchange notice shall in the context of the securities to be issued or sold in the Private Placement refer to the VPS Shares.
The Private Placement will comprise (i) an offer of 683,500new shares raising gross proceeds of approx. NOK 416.9 million (the "Primary Offering"), and (ii) a sale of up to 29,500 existing shares, equivalent to approx. NOK 18 million, by existing shareholders (the "Secondary Offering"). In addition, there will be an over-allotment option for a number of shares corresponding to approx. 10% of the total number of shares allocated in the Primary Offering and the Secondary Offering, equivalent to up to 68,000 additional shares (the "Additional VPS Shares"), facilitated by Julien Dossmann (“Dossmann”) and Amel Holding S.A. (“Amel”) pursuant to a Greenshoe Option and share lending agreement, as described below. The total number of VPS Shares in the Private Placement will therefore be up to 781,000, equivalent to up to NOK 476.4 million based on the offer price of NOK 610 per VPS Share. The net proceeds to the Company from the Private Placement will be used as equity contribution in the roll-out of Pyrum pyrolysis plants, acquisition of Pyrum International S.A. holding the underlying intellectual property, and working capital.
The price per VPS Share in the Private Placement has been set to NOK 610, equivalent to a pre-money equity value of the Company of NOK 1,568 million based on the 2,570,235 shares currently outstanding in the Company. Continental Reifen Deutschland GmbH, Kalodion Fonds X (Discovergy) GmbH & Co. KG and OHL Gutermuth Industrial Valves GmbH have collectively pre-committed to subscribe for, and will be allocated, Offer Shares for a total amount of approx. NOK 63 million. The Total Offering Size is covered based on order indications from certain new investors received during the pre-sounding phase of the Private Placement.
The bookbuilding period in the Private Placement will commence today, 14 September 2021 at 12:00 CEST and close on 16 September 2021 at 18:00 CEST. The Manager 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.
Dossmann and Amel have granted the Manager an option (the “Greenshoe Option”) to purchase, at the Offer Price, a number of shares equal to the number of Additional VPS Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through purchases made as part of any stabilization activities. The Greenshoe Option will be exercisable, in whole or in part, by the Manager within a 30-day period commencing at the time of the Listing (as defined below).
Pyrum 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 as represented by VPS Shares on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 29 September 2021. On Euronext Growth, the Shares will be traded in the form of VPS Shares that represent the beneficial interests in the underlying shares of the Company. The VPS Shares will be registered in the Norwegian Central Securities Depository (the "VPS") in book-entry form under the name of a "share" and will be tradable in NOK on Euronext Growth, a multilateral trading facility (MTF), in the form of VPS shares as "shares in Pyrum Innovations AG".
The Private Placement will be directed towards Norwegian and qualified 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. Completion of the Private Placement is conditional upon (i) all corporate resolutions of the Company required to issue the new shares in the Private Placement having been validly made, (ii) registration of the share capital increase of the new shares in the relevant commercial register of the Local Court (Amtsgericht) of Saarbrücken, and (iii) the VPS Shares corresponding to the new shares in the Private Placement being issued in the Norwegian Central Securities Depository (VPS). The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Pyrum in brief:
Pyrum is an innovative recycling technology company with headquarters in Dillingen, Germany. Based on the worldwide patented thermal reactor and the European patented thermolysis process and apparatus, the Company develops, builds and operates recycling plants. In the existing plant the Company extracts raw materials of high quality from end-of-life tires and other rubber waste and feeds them back into the material cycle. The output obtained include i) thermolysis oil, for which Pyrum has received REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) certification, ii) thermolysis carbon (so called recovered Carbon Black - rCB) and iii) thermolysis gas. These products serve as i) raw materials in certain applications in the industry, ii) a rubber-reinforcing additive used in a multitude of rubber products (e.g. tires) and iii) power and heat fed back to the recycling plant. In addition, the Company markets the thermolysis recycling plants worldwide and supplies them to its contractual partners.
In September 2020, BASF SE acquired a 10% stake in Pyrum Innovations AG as part of its ChemCyclingTM project and guarantees the acceptance of the thermolysis oil produced both in its own plants as well as in the plants of its contractual partners. The Company's unique thermolysis process can combine rubber recycling with economic benefits and environment protection. The Company's industrial unit (yearly recycling capacity of 5,000 tons) is the proof of a well-functioning process that has also been patented.
Pareto Securities AS is engaged as financial advisor to the Company and Bookrunner in connection with the Private Placement and Listing. Advokatfirmaet Selmer AS and Dentons Europe LLP are acting as legal advisors and IR.on AG as Financial PR advisor to Pyrum, while BAHR AS is acting as legal advisor to the Manager.
For more information, please contact:
Pascal Klein, Chief Executive Officer
Tel: +49 6831 95948 0
Kai Winkelmann, Head of Business Administration
Tel: +49 6831 95948 32
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 forwardlooking 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.