Otovo ASA: Private placement and retail offering successfully placed
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.
Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on 22 October 2026 regarding a contemplated private placement (the "Private Placement"), including an offering directed at retail investors (the "Retail Offering", and together with the Private Placement, the "Offering"), by issuance of new shares in the Company (the "Offer Shares").
Otovo is pleased to announce that the Private Placement and the Retail Offering have been successfully placed.
The Company has allocated a total of 3,500,000 Offer Shares in the Offering at the subscription price of NOK 8 per share (the "Offer Price"), raising aggregate gross proceeds to the Company of NOK 28 million.
The net proceeds from the Offering 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.
The following primary insider has applied for and been allocated Offer Shares at the Offer Price as follows:
- George Coyle, board member: 100,000 Offer Shares Further details regarding the allocation of Offer Shares to above-mentioned primary insider will be released in a separate announcement.
The Offer Shares allocated in the Offering have been resolved issued by the Company's board of directors (the "Board") pursuant to the authorization granted by the annual general meeting on 15 May 2026 (the "Board Authorization").
Settlement is expected to take place on or about 27 October 2026. The Offering 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, a closely associated company to the Company's CEO, William (John) Berger (the "Share Lender"). Investors allocated Offer Shares in the Offering will thus receive tradable shares upon delivery.
The share capital increase pertaining to the Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 29 October 2026. The new shares issued by the Board in connection with the Offering will be used to settle the Managers' redelivery obligation under the Share Lending Agreement.
Following registration of the share capital increase pertaining to the issuance of the Offer Shares, the Company's share capital will be NOK 8,343,180.80 divided into 83,431,808 shares, each with a nominal value of NOK 0.10.
Completion of the Offering is subject to the Share Lending Agreement remaining in full force and effect.
The Offering represents a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance and allocation of shares in the Offering, the Board considered this deviation and the equal treatment obligations under the Norwegian Public Limited Companies Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Offering is in compliance with the equal treatment requirements. By structuring the transaction as a private placement and through the Retail Offering, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. The Board has also taken into account that the discount in the Offering was limited compared to the trading price of the Company's shares prior to launch of the Offering, that the Offering had a limited dilutive effect for existing shareholders who did not participate, and further the costs associated with carrying out a potential subsequent offering. It has also been emphasized that the Retail Offering has provided an opportunity for existing shareholders who were not able to participate in the Private Placement to participate in the equity raise, thereby promoting broader shareholder participation. On the above basis, the Board has concluded to not carry out a subsequent offering.
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DISCLOSURE REQUIREMENT
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Eleanor Gilbane, general counsel, at the time and date stated above in this announcement.
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ADVISORS
Arctic Securities AS and Fearnley Securities AS act as managers (the "Managers") and Roth Capital Partners, LLC acts as financial advisor to the Company in connection with the Private Placement.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
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CONTACT INFORMATION
For further information, please contact:
William J. (John) Berger, Chief Executive Officer Email: w.john.berger@otovo.com ***
ABOUT OTOVO
Otovo is an AI-Native behind-the-meter energy services company serving homes and businesses across 14 European markets and the United States. Otovo combines equipment monitoring, rapid repairs, dependable power supply and grid participation in one service. Endurance, Otovo's AI platform, monitors installed equipment, optimizes service from problem detection to resolution and coordinates repairs around the clock. "Your Power, Backed by Ours." Otovo is listed on Euronext Oslo Børs under the ticker OTOVO. Visit us at www.otovo.com.
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IMPORTANT INFORMATION
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 "U.S. 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 U.S. 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 U.S. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within the Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being "Relevant Persons"). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
In Israel, this communication is only addressed to and is only directed at "Qualified Investors" within the meaning of the First Schedule to the Israeli Securities Law, 5728-1968. The securities have not been and will not be offered, sold or distributed in Israel to any person or entity other than to "Qualified Investors".
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 its control. 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.
None of the Managers or 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.
None of the Managers or any of their 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.