Investor Presentaiton
EQUITY OFFERING SUMMARY
Timeline and key considerations
Minimum order and allocation of NOK equivalent of EUR 100,000
Ocean
Sun
Conditions
In conjunction with the Private Placement, the Company has applied for its shares to
be admitted to trading on Merkur Market, a multilateral trading facility operated by
the Oslo Stock Exchange
The company will be listed under the ticker OSUN-ME
Start of application period: 12 October 2020 at 09:00 CEST
Close of application period: 16 October 2020 at 16:30 CEST
Payment Date for the Private Placement: Expected on or about 19 October 2020
Delivery of Offer Shares to subscribers applicants in the Private Placement and first
day of trading on Merkur Market: Expected on or about 26 October 2020
Completion of the Private Placement is subject to: (i) all corporate resolutions of the
Company required to implement the Private Placement being validly made, including
the Board's resolution (and the general meeting of the Company if required) to
proceed with the Private Placement and to issue the New Shares, (ii) payment being
received for the Offer Shares, (iii) registration in the Norwegian Register of Business
Enterprises (BRREG) of the share capital increase pertaining to the New Shares,
and (iv) the Company's shares being approved for admission to trading on Merkur
Market.
Transaction summary
Issuer
The offer
The offer price
Use of proceeds
from the Primary
Tranche
Sponsor
participation and
lock-up
Ocean Sun AS, registration number 917 619 751
Company shares ("Shares") recorded in the VPS under ISIN NO 001 0887565
Private placement through (i) issuance of new ordinary shares for gross proceeds of
approximately NOK 100 million ("Primary Tranche") and (ii) sale of existing ordinary
shares for gross proceeds up to NOK 50 million ("Secondary Tranche") (together the
"Offer Shares") in Ocean Sun AS (the "Company" or the "Issuer") (the "Private
Placement")
The Offer Shares is expected to be sold between NOK 17.75 and NOK 20.25 per
Offer Share, equivalent to a pre-money equity value pro forma the Private Placement
of NOK 700-800 million
Expand organization, fund continued research and development, as well as working
capital and general corporate purposes
As part of the Secondary Tranche, certain existing larger shareholders expect to
offer for sale some of their shares, while expect to retain a significant portion of their
original ownership
Members of the Company's management and board, as well as the Selling
Shareholders and other existing large shareholders have entered into customary
lock-up arrangements with the Manager, with a lock-up period of 6 months
Minimum
application
Listing
Timeline
"
"
Allocation criteria
Investor
requirement
Manager
The allocation will be made at the sole discretion of the Company's board of
directors (the "Board")
The Board expects to focus on criteria such as (but not limited to) size and
timeliness of order, perceived investor quality, investment horizon and shareholder
base following Private Placement.
Investors subject to applicable exemptions from relevant prospectus requirements,
(i) outside the US in reliance on Regulation S under the US Securities Act of 1933
(the "US Securities Act") and (ii) in the U.S. to "qualified institutional buyers" (QIBS)
as defined in Rule 144A under the US Securities Act
Fearnley Securities AS
Tradability of
Shares
Shares, including Offer Shares, not freely transferable until (and subject to) listing on
Merkur Market actually occurs
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