Transactions and events


Ocean Sun AS | NOK 150 million equity private placement


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Disclaimer and disclosures

General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication or similar action.

United States: There will be no public offer of the Offer Shares in the United States. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. An Applicant in the United States or who is a “U.S. Person” (within the meaning of Regulation S under the U.S. Securities Act), may not execute this Application Agreement or otherwise take steps in order to subscribe or purchase Offer Shares unless (A) the applicant is a registered client with a Manager as (i) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act, or (ii) a "major U.S. institutional investor" as defined in SEC Rule 15a-6 to the United States Exchange Act of 1934, or (B) the applicant (i) confirms that it is a QIB acquiring the Offer Shares for its own account or for one or more accounts, each of which is a QIB, in a transaction exempt from the registration requirements under the U.S. Securities Act and (ii) executes and delivers a U.S. investor representation letter (the form of which is attached as Exhibit II to this Application Agreement) to a Manager. The Offer Shares are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the Offer Shares are no longer "restricted securities". The Offer Shares may not be reoffered, resold, pledged or otherwise transferred, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and subject to the provisions of the U.S. investor representation letter.

Canada: The distribution of the Offer Shares in Canada is being made only on a private-placement basis, thus exempting it from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Offer Shares are being offered in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and therein only by persons permitted to sell such securities. Each Canadian purchaser who purchases Offer Shares must be entitled under applicable securities laws to purchase such securities without the benefit of a prospectus qualified under such securities laws; must be an “accredited investor” within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions and purchasing the Offer Shares as principal or deemed principal for its own account; and must be a “permitted client” within the meaning of National Instrument 31-103 – Registration Requirements and Exemptions. There is currently no public market for the Offer Shares in Canada and any resale of the Offer Shares in Canada must be made in accordance with applicable securities laws.

United Kingdom: Each UK Applicant confirms that it understands that the Private Placement has only been communicated (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and purchase for the Offer Shares exceeds EUR 100,000 or an equivalent amount. Any application or purchase for the Offer Shares is available only to relevant persons and will be engaged in only with relevant persons and each UK Applicant warrants that it is a relevant person.

European Economic Area: This document is not a prospectus as defined in the Prospectus Regulation and has not been approved or reviewed by any governmental authority or stock exchange in any jurisdiction. This Application Agreement has been prepared on the basis that all offers of Offer Shares will be made pursuant to an exemption under the Prospectus Regulation, as implemented in member states of the European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of Offer Shares. Accordingly, any person making or intending to make any offer within the EEA of Offer Shares which is the subject of the Private Placement contemplated in the Investor Documentation should only do so in circumstances in which no obligation arises for the Company, the Manager or the Selling Shareholders to produce a prospectus for such offer. Neither the Company, the Manager nor the Selling Shareholders have authorized, nor do they authorize, the making of any offer of Offer Shares through any financial intermediary, other than offers made by the Manager. The "Prospectus Regulation" means Regulation 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended, as implemented in the relevant member state of the EEA.

Australia and Japan: The Offer Shares will not be registered under the applicable securities laws of Australia or Japan and may not be offered, sold, resold or delivered, directly or indirectly, in or into Australia or Japan except pursuant to an applicable exemption from applicable securities laws.

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TECO 2030 – NOK 80-100m IPO in maritime cleantech company


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Disclaimer and disclosures

No investment may be made solely on the basis of the investor presentation or application agreement (link above). By making an investment, investors will be deemed to have reviewed and agreed to the contents of the Prospectus, the Application Agreement and the Investor Presentation referred to above.

This term sheet is confidential and not for general distribution and shall not constitute an offer to buy, sell or subscribe for any securities. The term sheet is not for distribution in the United States, except in certain circumstances to Qualified Institutional Buyers, as defined in rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" as defined in Rule 15a-6 under the U.S. Exchange Act of 1934. No public solicitations relating to a possible transaction in connection with the term sheet are being made or will be made, directly or indirectly, in the United States. Any securities that may be delivered in connection with the term sheet will not be registered under the US Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURSIDICTION WHERE IT IS UNLAWFUL TO DO SO. THIS E-MAIL AND THE CONTENTS CONTAINED HEREIN AND THE ATTACHMENTS HERETO MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED

United States: With regard to U.S. Applicants, each Applicant hereby confirms that it is either (A) a "qualified institutional buyer" (a "QIB") as defined in Rule 144A under the U.S. Securities Act of 1933 (the "U.S. Securities Act") acquiring Securities for its own account or for one or more accounts each of which is a QIB in a transaction exempt from the registration requirements under the U.S. Securities Act, or (B) purchasing and applying for Securities in an offshore transaction, as defined in, and meeting the requirements of, Regulation S under the U.S. Securities Act. In the case of (A) above, the Applicant confirms that it has received the form of U.S. Investor Representation Letter (Exhibit I) to be completed in connection with its Application hereunder and that it is required to execute and deliver said U.S. Investor Representation Letter.

United Kingdom: Each UK Applicant confirms that it understands that the Follow on offering has only been communicated to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Applicant understands that the Securities may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). Any application or subscription for the Securities is available only to relevant persons and will be engaged in only with relevant persons.

By clicking "Confirm" you confirm and certify that:

I have read and understood the disclaimer set out above. I understand that it may affect my rights.

Join Microsoft Teams Meeting
+47 21 40 20 68 Norway, Oslo (Toll)
Conference ID: 929 168 527#

3:00 PM - 4:00 PM (1 hour)
Monday, September 28, 2020 @ 3:00 PM
Microsoft Teams Meeting

Fearnley Securities is pleased to announce the NOK 80-100m IPO of TECO 2030 ASA, in connection with the company’s intended listing on Merkur Market. TECO 2030 (www.teco2030.no ) is a spinoff from TECO Group which has served the maritime industry since 1994 from 12 offices around the world. Through TECO 2030, focus will be on solutions towards the use of renewable energy sources and on reducing the environmental footprint of the shipping industry. To this end, Teco 2030 has teamed up with leading tech developer AVL (www.avl.com) to develop two major lines of maritime cleantech products:

  • TECO Fuel Cell – a Hydrogen Fuel Cell built for maritime use. AVL has 18 years track record and 150 patents in the fuel cell space. TECO 2030 has signed an LOI with first customer, with a significant potential for deliveries starting from 2022/2023.
  • TECO Future Funnel – an exhaust gas cleaning system (scrubber) developed by AVL which is designed for compliance with anticipated stricter maritime regulation, including capture of particulate matter, black carbon and CO2. LOI has been signed for first two units with installation in 4Q20.

Proceeds from the IPO will go towards completion of development and commercialisation of the product portfolio.

Subscription in the IPO is open from 22 September and books will close on 29 September. First day of trading on Merkur Market is intended for 12 October. Investor meetings will be hosted from 22 September, including a group call (invitation to be sent separately). The IPO includes a retail tranche which is open for subscription through our website www.fearnleysecurities.com.

Documentation
Prospectus dated 21 September 2020
Online subscription form