Otovo ASA: Contemplated private placement and retail offering and potential sale of EDEA assets
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 22 October 2026: Otovo ASA (the "Company" or "Otovo") hereby announces a contemplated private placement for an aggregate subscription amount of the NOK equivalent of approx. between USD 3-4 million (the "Private Placement") by issuance of new shares in the Company (the "Offer Shares"). The Company has engaged Arctic Securities AS as sole global coordinator and joint bookrunner and Fearnley Securities AS as joint bookrunner in the Private Placement (jointly, the "Managers"). Roth Capital Partners, LLC has been appointed as the Company's financial advisor in connection with the Private Placement.
As part of the contemplated capital raise, the Company will carry out an offering directed at retail investors (the "Retail Offering", and shares issued thereunder, the "Retail Offer Shares") to raise gross proceeds of up to the NOK equivalent of EUR 1 million to be facilitated through Nordnet Bank AB ("Nordnet") and made through its facilities, on the basis of a national prospectus dated 22 October 2026 (the "Offering Prospectus") prepared by the Company and registered with the Norwegian Register of Business Enterprises ("NRBE"). The application period for the Retail Offering commences at 16:45 (CEST) on 22 October 2026 and will run until 21:00 (CEST) on 22 October 2026 (the "Retail Application Period"), however not before the Offering Prospectus has been registered with the NRBE and published. Applications may only be made on the basis of the Offering Prospectus (see further details below).
The net proceeds from the Private Placement will be used to fund (i) strategic acquisitions and M&A opportunities, (ii) costs associated with the previously announced contemplated dual listing in the US and (iii) general corporate purposes.
POTENTIAL SALE OF EDEA ASSETS
The Company is engaged in a potential sale of a portion of its current holding in EDEA Europe (through its subsidiary EDEA MidCo AS) and 100% of its shares in European Distributed Energy Assets Switzerland GmbH ("EDEA Switzerland") and a portion of the overall portfolio's residual assets to Swiss Life Asset Management. If completed, the sale is expected to bring approx. USD 2 million in cash to Otovo, as well as release of the USD 1.5 million facility with DNB Bank. Furthermore, as part of the sale of its residual assets and a balance sheet clean-up exercise with respect to EDEA Europe and EDEA Switzerland, Otovo could grant up to 2 million warrants to the buyer at no additional cost if certain asset performance does not meet expectations.
TIMELINE AND DETAILED TERMS OF THE PRIVATE PLACEMENT
The application period for the Private Placement commences today, on 22 October 2026 at 16:30 hours (CEST) and will end on 23 October 2026 at 08:00 hours (CEST) (the "Application Period"). The Company reserves the right, after consultation with the Managers, to at any time and in its sole discretion close or extend the Application Period or to cancel the Private Placement in its entirety for any reason and without notice. If the Application Period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The offer price in the Private Placement is fixed at NOK 8 per Offer Share (the "Offer Price"). The final number of Offer Shares to be issued will be determined by the Board, in consultation with the Managers, following the Application Period. The Offer Shares (including the Retail Offer Shares) will be issued pursuant to the authorization to issue new shares (the "Board Authorization") granted by the annual general meeting of the Company held on 15 May 2026.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement is expected to take place on or about 27 October 2026. The Private Placement is expected to be settled on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, the Managers and Jackson Leigh Ventures, LLC (the "Share Lender"), a closely associated company to the Company's CEO, William (John) Berger. Investors allocated Offer Shares (including Retail Offer Shares) will thus receive tradable shares upon delivery.
The settlement date remains subject to any shortening or extension of the Application Period and the satisfaction of the relevant Conditions (as defined and set out below).
The share capital increase pertaining to the Private Placement is expected to be registered with the NRBE on or about 29 October 2026. The new shares to be issued by the Board will be used to settle the Managers' redelivery obligation under the Share Lending Agreement.
The allocation of Offer Shares will be carried out at the Board's discretion, based on criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Completion of the Private Placement is subject to: (i) a resolution by the Board to consummate the Private Placement and allocate the Offer Shares, (ii) a resolution by the Board to issue the Offer Shares pursuant to the Board Authorization, and (iii) the Share Lending Agreement remaining unmodified and being in full force and effect pursuant to its terms and conditions (jointly the "Conditions").
Up until notice of allocation, the Private Placement may be cancelled by the Company, in consultation with the Managers, in its sole discretion for any reason. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.