Kyoto Group AS – Private placement completed

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Lysaker, 10 January 2023: Reference is made to the inventory alternate launch from Kyoto Group AS (“Kyoto” or the “Company”) printed earlier right this moment relating to a contemplated non-public placement of recent shares within the Company (the “Private Placement”).

Following shut of the bookbuilding interval, the Company is happy to announce that the Private Placement has been efficiently positioned, and that its Board of Directors has allotted subscriptions for 3,428,571 supply shares (the “Offer Shares”) at a subscription value of NOK 17.50 (the “Offer Price”), elevating NOK 60 million in gross proceeds.

Arctic Securities AS and Fearnley Securities AS (the “Managers”) acted as managers in reference to the Private Placement.

The web proceeds from the Private Placement will probably be used to cowl the Company’s liquidity wants, together with for pre-ordering of lengthy lead-time gadgets for manufacturing of Heatcube, continued market growth and the associated upscaling actions, constructing undertaking execution capability mixed with partnering setups and basic company functions.

Settlement of the New Shares is anticipated to happen on or about 23 January 2023. The Managers are anticipated to pre-pay the overall subscription quantity within the Private Placement in an effort to facilitate supply-vs-fee settlement, nonetheless, the allotted Offer Shares is not going to be delivered to, nor will they be tradable by the related applicant earlier than the registration of the share capital improve pertaining to the Offer Shares has taken place.

Notification of conditional allocation, together with settlement directions, are anticipated to be distributed by the Managers on or about 11 January 2023.

The following individuals discharging managerial obligations (“PDMRs”) and shut associates to PDMRs have been allotted the next variety of Offer Shares within the Private Placement:

• Valinor AS, a detailed affiliate of the board member Pål Selboe Valseth, was allotted a complete of 488,600 shares
• Hydro Energi Invest AS, a detailed affiliate of the board member Ivar Valstad, was allotted a complete of 285,714 shares
• Bjarke Buchbjerg, Chief Technology Officer of the Company, was allotted a complete of 1,428 shares
• Henrik Holck-Clausen, Chief People & Culture Officer of the Company, was allotted a complete of 4,285 shares
• Tim de Haas, Chief Commercial Officer of the Company, was allotted a complete of 5,714 shares
• Agnieszka Sledz, Chief Project Officer of the Company, was allotted a complete of 17,142 shares

Completion of the Private Placement is conditional upon (i) essential company resolutions by the Company to consummate the Private Placement and allocate the New Shares, together with last approval by the Board of the Private Placement and the decision by a rare basic assembly of the Company anticipated to be held on 18 January 2023 (the “EGM”) to resolve the share capital improve pertaining to the New Shares, and (ii) the share capital improve pertaining to the New Shares being registered with the Norwegian Register of Business Enterprises and the New Shares having been validly issued within the VPS.

Subsequent providing and equal remedy issues

The Board will suggest to the EGM to hold out a subsequent providing of as much as 500,000 shares at a subscription value equal to the Offer Price elevating gross proceeds of as much as NOK 8,750,000 to its current shareholders as of shut of buying and selling 10 January 2023, as subsequently recorded within the VPS on 12 January 2023, who have been (i) not allotted shares within the Private Placement, (ii) who weren’t actively concerned within the presounding for the Private Placement and (iii) who should not resident in a jurisdiction the place such providing can be illegal, or would (in jurisdictions apart from Norway) require any prospectus submitting, registration or related motion. Such shareholders will probably be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allotted new shares. The subsequent providing is topic to approval of the EGM.

The  Board,  collectively  with  the  Company’s  administration  and  the  Managers, has thought-about varied transaction options to safe new financing. Based on an total  evaluation, contemplating inter alia the necessity for funding, execution threat and  attainable options, the Board has on the idea of cautious issues determined  that the  Private Placement  is the  various that greatest protects the Company’s  and the shareholders’ joint pursuits. By structuring the transaction as a non-public placement with a subsequent providing, the Company was capable of increase capital  in  an  environment friendly  method  with  considerably  decrease  completion dangers in comparison with a rights difficulty. Thus, the waiver of the preferential rights inherent in  a  share  capital  improve  by means of  issuance  of  new shares is taken into account essential.

Arctic Securities AS and Fearnley Securities AS acted as managers for the Private Placement. Advokatfirmaet Wiersholm AS acted as authorized counsel to Kyoto.

For extra info, please contact:

Håvard Haukdal, Kyoto Group CFO

[email protected]

+47 48 10 65 69

About Kyoto Group

Heat accounts for half of business vitality consumption. Traditionally, almost all of it’s based mostly on fossil fuels. Kyoto Group’s Heatcube, a thermal vitality storage (TES) resolution, supplies a sustainable and price-efficient various by capturing and storing plentiful however variable vitality from sources similar to photo voltaic and wind. Founded in 2016, Kyoto Group is headquartered in Oslo, Norway, and has subsidiaries in Spain and Denmark. The Kyoto share is listed on Euronext Growth (ticker: KYOTO).

More info on www.kyotogroup.no

This info is taken into account to be inside info pursuant to the EU Market Abuse Regulation and is topic to the disclosure necessities pursuant to Section 5-12 the Norwegian Securities Trading Act. This inventory alternate discover was printed by Håvard Haukdal, CFO of the Company, on 10 January 2023 on the time set out herein.

Important discover:

This announcement is just not and doesn’t type part of any supply to promote, or a solicitation of a suggestion to buy, any securities of the Company. Copies of this announcement should not being made and might not be distributed or despatched into any jurisdiction by which such distribution can be illegal or would require registration or different measures.

The securities referred to on this announcement haven’t been and won’t be registered beneath the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly might not be supplied or offered in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and in accordance with relevant U.S. state securities legal guidelines. The Company doesn’t intend to register any a part of the providing in the United States or to conduct a public providing of securities in the United States. Any sale in the United States of the securities talked about on this announcement will probably be made solely to “certified institutional consumers” as outlined in Rule 144A beneath the Securities Act.

In any EEA Member State, this communication is just addressed to and is just directed at certified traders in that Member State inside the which means of the Prospectus Regulation, i.e., solely to traders who can obtain the supply with out an authorized prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (along with any relevant implementing measures in any Member State.

This communication is just being distributed to and is just directed at individuals within the United Kingdom which can be (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) excessive web value entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “related individuals”). This communication should not be acted on or relied on by individuals who should not related individuals. Any funding or funding exercise to which this communication relates is out there just for related individuals and will probably be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action.

Matters mentioned on this announcement might represent ahead-trying statements. Forward-looking statements are statements that aren’t historic details and could also be recognized by phrases similar to “imagine”, “anticipate”, “anticipate”, “technique”, “intends”, “estimate”, “will”, “might”, “proceed”, “ought to” and related expressions. The ahead-trying statements on this launch are based mostly upon varied assumptions, a lot of that are based mostly, in flip, upon additional assumptions. Although the Company imagine that these assumptions have been affordable when made, these assumptions are inherently topic to important identified and unknown dangers, uncertainties, contingencies and different necessary elements that are tough or not possible to foretell, and are past their management. Such dangers, uncertainties, contingencies and different necessary elements may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such ahead-trying statements. The Company doesn’t make any assure that the assumptions underlying the ahead-trying statements on this announcement are free from errors nor does it settle for any duty for the long run accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to mirror subsequent occasions. You shouldn’t place undue reliance on the ahead-trying statements on this announcement.

The info, opinions and ahead-trying statements contained on this announcement converse solely as at its date, and are topic to alter with out discover. The Company doesn’t undertake any obligation to evaluation, replace, affirm, or to launch publicly any revisions to any ahead-trying statements to mirror occasions that happen or circumstances that come up in relation to the content material of this announcement.

Neither the Managers nor any of their associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any duty for the contents of this announcement or any issues referred to herein.

This announcement is for info functions solely and isn’t to be relied upon in substitution for the train of unbiased judgment. It is just not supposed as funding recommendation and by no means is it for use or thought-about as a suggestion to promote, or a solicitation of a suggestion to purchase any securities or a suggestion to purchase or promote any securities of the Company. Neither the Managers nor any of its associates accepts any legal responsibility arising from using this announcement.

The distribution of this announcement and different info could also be restricted by regulation in sure jurisdictions. Persons into whose possession this announcement or such different info ought to come are required to tell themselves about and to look at any such restrictions.

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