Selskabsmeddelelse

OXE Marine resolves on previously announced directed share issue to top guarantor after completed rights issue

09.12.2024, 16.00

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, HONG KONG, SOUTH KOREA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA OR BELARUS OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES UNDER APPLICABLE LAW.

The Board of Directors of OXE Marine AB (publ) (”OXE Marine” or the ”Company”) has today, in accordance with the top guarantee agreement entered into in connection with the rights issue in the Company (the ”Top Guarantee Agreement”) which was completed on 22 November 2024 (the ”Rights Issue”), resolved on a directed share issue of a maximum of 5,141,427 shares as guarantee compensation to the top guarantor Theodor Jeansson (the ”Guarantee Issue”). The subscription price in the Guarantee Issue is set at SEK 0.35 and corresponds, as previously communicated, to 85 per cent of the volume weighted average price paid (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue, however, not less than the subscription price in the Rights Issue of SEK 0.35. Payment for subscribed shares is made through set off of the claim for guarantee compensation.

In accordance with what has previously been announced, the top guarantee commitment is compensated with 5 per cent of the guaranteed amount of approximately SEK 18 million in cash and 10 per cent of the guaranteed amount in the form of newly issued shares in the Company. The Board of Directors of OXE Marine has therefore today, in accordance with the Top Guarantee Agreement, resolved on a directed share issue of a maximum of 5,141,427 shares as guarantee compensation to the top guarantor Theodor Jeansson. The subscription price in the Guarantee Issue is set at SEK 0.35 and corresponds, as previously communicated, to 85 per cent of the volume weighted average price paid (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue, however, not less than the subscription price in the Rights Issue of SEK 0.35, meaning that the issue proceeds amount to approximately SEK 1.8 million. Payment for subscribed shares is made through set-off of the claim for guarantee compensation. All shares in the Guarantee Issue have been subscribed and allotted.

The basis for calculating the subscription price was determined through negotiations between external guarantors and the Company, in consultation with financial advisors and through analysis of a number of market factors. In light of this, it is the Board of Directors’ assessment that the subscription price is at market. The guarantee commitments were not secured by bank guarantees, blocked funds, pledges or similar arrangements. The reason for the deviation from the shareholders' preferential rights and that an existing shareholder is included in the Guarantee Issue is to fulfil the Company's contractual obligation towards the guarantor. The Board of Directors considers that it is in favour of the Company's financial position to take advantage of the possibility to pay the guarantee compensation in the form of newly issued shares instead of cash payment.

Through the Guarantee Issue, the number of shares in OXE Marine will increase by a maximum of 5,141,427 shares, from 687,899,064 shares to 693,040,491 shares, and the share capital will increase by SEK 102,828.54, from SEK 13,757,981.28 to SEK 13,860,809.82.

Advisers
Redeye AB is acting as financial advisor and Moll Wendén Advokatbyrå AB is acting as legal advisor to OXE Marine in connection with the Rights Issue. Aqurat Fondkommission AB is acting as issuing agent in the Rights Issue.

For further information, please contact:
Paul Frick, CEO, OXE Marine AB, paul.frick@oxemarine.com, +46 (0) 703 25 06 20

Jonas Wikström, Chairman of the Board, OXE Marine AB jonas.wikstrom@oxemarine.com, +46 (0) 70 753 65 66

About OXE Marine

OXE Marine AB (publ) (NASDAQ STO: OXE) is the company behind the world’s first high performance diesel outboard. The company’s unique and patented solutions for high torque transmission between powerhead and lower leg has led to a global high demand for the company’s outboards. Enabling improved performance and fuel efficiency in an outboard, OXE Marine redefines possibilities in the marine sector.

FNCA Sweden AB is the Company's Certified Adviser.

Important information
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful. In any Member State of the European Economic Area (”EEA”), securities referred to in this announcement may only be offered in accordance with the applicable exemptions set out in Regulation (EU) 2017/1129 (the ”Prospectus Regulation”).

This press release does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

In the United Kingdom, this document and any other materials in relation to the securities referred to herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with ”qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”) or (ii) high net worth entities referred to in Article 49(2)(a) to (d) of the Regulations (all such persons together being referred to as ”relevant persons”). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this document or act or rely on it.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Rights Issue may only be made on the basis of publicly available information, which has not been verified by OXE Marine's financial advisor. The Company's financial advisor is acting on behalf of the Company in connection with the transaction and not on behalf of anyone else. The Company's financial advisers are not responsible to anyone else for providing the protections afforded to their clients or for providing advice in connection with the transaction or in respect of anything else referred to herein.

Information for distributors
In order to fulfil the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II and (c) national implementing measures (together, the ”MiFID II Product Governance Requirements”) and in order to exclude any non-contractual, contractual or other liability to which any ”manufacturer” (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, OXE Marine's shares have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the ”Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of OXE Marine's shares may fall and investors may lose all or part of their investment; OXE Marine's shares do not carry any guarantee of return or capital protection; and an investment in OXE Marine's shares is suitable only for investors who do not require a guaranteed return or capital protection and who (acting alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares of OXE Marine.

Each distributor is responsible for conducting its own target market assessment for OXE Marine shares and for deciding on appropriate distribution channels.