Airthings AS (“Airthings” or the “Company”), a global leader of indoor air quality solutions for consumers, businesses and radon professionals, announces today a contemplated private placement of up to approximately NOK 870 million in new and existing shares in the Company (the “Private Placement”). The Private Placement will consist of an offer of approximately 37 million new shares and 0.6 million new shares to be issued and sold following exercise of fully vested options, raising gross proceeds to the Company of around NOK 500 million (the “Primary Offering”), as well as a sale of up to approximately 27 million existing shares from a consortium of the largest shareholders in the Company, including certain board and management representatives (the new and existing shares in the Company offered in the Private Placement are herein together referred to as the "Offer Shares").
The Company intends to use the net proceeds from the Primary Offering to invest in global growth initiatives, building scale and strengthening its solutions, as well as for general corporate purposes.
The price per Offer Share in the Private Placement has been set to NOK 13.50, equivalent to a pre-money equity value of the Company of NOK 1,791 million based on the 132,661,200 shares currently outstanding in the Company.
Six cornerstone investors have, subject to certain customary conditions, undertaken to subscribe for and will be allocated shares for a minimum of NOK 400 million at the Offer Price as follows:
- Existing shareholders: Storebrand Asset Management (NOK 70 million) and KLP Kapitalforvaltning (NOK 30 million)
- New investors: DNB Asset Management (NOK 120 million), Eika Kapitalforvaltning (NOK 70 million), Handelsbanken Fonder (NOK 60 million) and CentraGruppen (NOK 50 million).
The bookbuilding period in the Private Placement will commence today, 20 October 2020 at 09:00 CEST and close on 22 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.
Airthings has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, admit the shares of the Company on Merkur Market (the “Admission”). 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 30 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 have 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 conditional upon (i) necessary corporate resolutions by the Company’s board of directors required to consummate the Private Placement and allocate the Offer Shares, including final approval by the board of directors of the Private Placement and the resolution by an extraordinary general meeting of the Company, (ii) the Company having been registered as a Norwegian public limited liability company (Nw. "Allmennaksjeselskap") in the Norwegian Register of Business Enterprises, (iii) the Company having applied for Admission to trading of the Company's shares on Merkur Market, and (iv) the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the offer shares in the Norwegian Register of Business Enterprises) and delivered in the VPS. The Company may, in its sole discretion in consultation with the Managers, cancel the Private Placement, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
Airthings in brief:
Established in 2008, Airthings is a global leader within indoor air quality solutions for consumers, businesses, public sector, and professionals. The Company’s highly innovative solutions resolve global issues related to air quality and air containments and enable a reduced CO2 footprint by optimizing energy consumption for buildings. The Company is led by a team of experienced engineers and technology professionals that share a common goal: To empower the world to breathe better.
The Company has grown rapidly since inception, and more recently with an annual compounded growth rate of 65% since 2015. The Company has successfully built a premium, global brand, global distribution channels, and thought-leadership position in radon, with the world’s most sold digital radon detector. The Company distributes its solutions both through direct and indirect sales channels globally, including own website, Amazon, about 2,500 retail stores and other partners.
- Airthings is a global leader within indoor air quality monitoring solutions for consumers, businesses, public sector, and professionals
- Innovative product-offering resolving global health and energy waste issues
- Massive and growing addressable market fuelled by increased awareness and focus on ESG
- Global brand with multifaceted go-to-market strategy with best-in-class ecommerce partners and more than 2,500 retailers globally
- Proven and invested team with an ambitious growth-mindset
- Scalable business model evidenced by a strong financial track-record with double digit growth rates
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Global Coordinators and Joint Bookrunners and Arctic Securities is acting as Joint Bookrunner in connection with the Private Placement (together with the Joint Global Coordinators, the “Managers”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. ABG Sundal Collier ASA is acting as Merkur Advisor in connection with the Admission. Gambit H&K AS is acting as communication advisor to the Company.
For more information, please contact:
- Øyvind Birkenes, Chief Executive Officer
+47 922 43 551
- Erik Lundby, Chief Financial Officer
+47 924 00 396
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 Managers 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.