Kyoto Group AS ("Kyoto" or the "Company") announced on 14th June 2024 that the Company had entered into a transaction agreement with GF I Kiln HoldCo AS (the "Offeror"), a newly established acquisition vehicle owned by Glentra Fund I K/S ("Glentra") regarding a directed share issue in Kyoto (the "Investment") combined with a subsequent recommended voluntary all-cash offer for all outstanding shares of the Company (the "Offer", and together with the Investment, the "Transaction"). Shareholders representing a total of 73.5% of the Shares in Kyoto support the Transaction, and have committed to sell their shares.
Alpha Corporate Finance is acting as financial adviser to Kyoto Group. In addition, Alpha has provided a fairness opinion to the Board of Kyoto.
The Investment consists of a NOK 286.7 million equity raise where the Offeror will subscribe for 16,867,647 new Shares in Kyoto at a subscription price of NOK 17.00 per share (the "New Shares"). The subscription price represents a premium of 37.7% compared to the closing price of Kyoto's share of NOK 12.35 on 13 June 2024. The net proceeds will be used to accelerate Kyoto's commercial development and to fund the Company's liquidity need and operations going forward. Until completion of the Investment, the Company is expected to cover short-term liquidity needs through agreed customer payments.
The Offer is a voluntary all-cash offer made for all outstanding shares in Kyoto. The offer price is NOK 24.00 per share (the "Offer Price"). The Offer Price represents a premium of: 94.3% to the closing price of NOK 12.35 on 13 June 2024.
The board of Kyoto (the "Board") believes the Transaction is in the best interests of Kyoto and its shareholders and has unanimously recommended the Offer as well as suggested setting aside the pre-emptive rights of existing shareholders for new shares in connection with the Investment. When recommending the Offer and the Investment (which includes a deviation of the shareholders' pre-emptive rights), the Board has considered the terms and conditions of the Offer and the Transaction and has also obtained a fairness opinion from its financial advisor, Alpha Corporate Finance, concluding that the Offer is full and fair from a financial point of view.
The voluntary all-cash offer was launched 20th June 2024 with an offer period to 27th June 2024. The Offeror announced at the end of the offer period that it has received acceptances for a total of 8 469 991 shares which together with the directed share issue represent approx. 95.7% of the outstanding shares in Kyoto. Following settlement of the Offer, the Offeror intends to proceed with a compulsory acquisition of the remaining Shares pursuant to section 4-26 of the Norwegian Private Companies Act and delist the Company from Euronext Growth.
On 28th June the annual general meeting of Kyoto approved the direct share issue of NOK 286.7million towards the Offeror.
See press releases from Kyoto for full details
About Kyoto Group: Heat accounts for two thirds of industrial energy consumption. Traditionally, nearly all of it is based on fossil fuels. Kyoto Group's Heatcube, a thermal energy storage (TES) solution, provides a sustainable and cost-effective alternative by capturing and storing abundant but variable energy from sources such as solar 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.
Glentra Capital is an energy transition infrastructure focused fund manager and was founded in 2022 by senior executives from the renewable energy and fund management industries, with the vision to generate attractive risk-adjusted returns while accelerating the global energy transition for a clean and sustainable future. Glentra will contribute to this vision by investing in and growing exceptional companies that deliver the energy infrastructure of tomorrow via investments in development platforms ranging from offshore wind to solar and sustainable fuels and in their supply chain companies as well as in energy optimisation and integration businesses. Glentra has offices in Copenhagen and London.
