Agrinos secures long-term financing

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• New equity balance sheet strengthening of up to NOK 174m (USD ~29m) at NOK 8 per share
  
  • NOK 90m (USD ~15m) private placement subscribed by a new strategic long term investor
  • NOK 41m (USD ~6.8m) bridge loan converted into equity
  • Up to NOK 43m (USD ~7m) private placement towards existing shareholders
• Bridge loan holders and new strategic investor receive independent subscription rights

Motive

As previously announced in a press release dated 11 August 2008, Agrinos AS (“Agrinos”) has been working on a balance sheet strengthening to provide adequate funding for its business. The company has pursued several tracks and achieved today a long term financing solution (the “Long Term Financing”). 

Background

On 8 November 2013, the company announced that it had raised a NOK 41m (USD ~6.8m) bridge loan to ensure financial flexibility until a new long term financing was in place (the “Bridge Loan”).

NOK 90m (USD ~15m) strategic investment

Manor Investment S.A. (“Manor”) is making a strategic investment of NOK 90m (USD ~15m) for 11,250,000 shares at NOK 8 per share, and will hold a minimum of 16.8 % of the outstanding shares in Agrinos following completion of the Long-Term Financing. In line with its active ownership approach, Manor will seek a position on the board of Agrinos in the upcoming extraordinary general meeting.

Bridge loan contribution into equity

The investment of Manor in Agrinos will trigger the automatic conversion of NOK 41m (USD ~6.8m) of Bridge Loan into shares of the company. A total of 5,770,433 new shares will be offered to the Bridge Loan holders through the mandatory contribution of their receivables under the Bridge Loan including interest accrued. 

Private placement towards existing shareholders

Agrinos will also carry out a Private Placement of up to NOK 43m (USD ~7m) with a subscription price per share of NOK 8 directed towards existing shareholders. This represents a total of up to 5,400,000 new shares to be offered to the shareholders participating to the Private Placement.

The Private Placement application period commences today on 11 December 2013 at 17:00 hours (CET) and will close at 12 December 2013 15:00 hours (CET). The company reserves the right to close the application period at any time at their sole discretion. The minimum order size and allocation has been set to EUR 100,000. The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the board's sole discretion. Agrinos will announce the number of shares placed in the Private Placement through a press release. The investor presentation in relation to the Private Placement will be available on Agrinos’ website (www.agrinos.com).

Independent subscription rights

In addition to shares, Manor and Bridge Loan holders will receive independent subscription rights for 15.1% of Agrinos’ share capital immediately following completion of the Long-Term Financing. The subscription price for new shares issued under the subscription rights shall be equal to 15% below the volume weighted average price per share over the last 60 trading days prior to Agrinos receipt of the notification of such exercise. The subscription rights will be registered in the VPS and may not be exercised prior to 1 April 2014. The subscription rights may be used to subscribe for new shares, in full or in part, on one or several occasions, on or before 5 weeks following the annual general meeting in Agrinos approving the annual accounts of 2014, but not later than 15 July 2015. 

Use of proceeds

The proceeds from the Long-Term Financing will be used to execute on a business plan prioritizing the most promising market positions, research and development and organizational development, as well as industrialization of the company’s value chain. 

Number of outstanding shares

The number of outstanding shares in Agrinos is 44,639,605. Following the investment from Manor and from the Bridge Loan holders, the number of outstanding shares in the company will be 61,660,038. Assuming the issuance of 5,400,000 new shares related to the Private Placement directed towards existing shareholders, the total number of outstanding shares in the company will be 67,060,038.

Transactions conditional upon approval by an Extraordinary General Meeting

The Long-Term Financing and the issue of independent subscription rights are conditional upon approval by an Extraordinary General Meeting of the company, to be held on or about 19 December 2013.

“Agrinos is in a transition phase marked by restructuring and consolidation. While we are sharpening focus on our most promising markets and optimizing operations and R&D, we have also been seeking to strengthen our balance sheet. With a long term financing solution in place we are able to leverage established positions in the agricultural biologicals market. We are also encouraged by our new, strategic investor that brings a long term perspective and an active approach to the development of the company”, says Kjetil Bøhn, co-founder and interim CEO.

Contact information
Jørgen K. Andersen
CFO
Mobile: +47 951 43 854
E-mail: jorgen.andersen@agrinos.com 

Harald Bjørland
EVP Corporate Communications and Investor Relations
+47 908 58 221
harald.bjoerland@agrinos.com

About Agrinos

Agrinos is a biological crop input provider committed to improving the productivity and sustainability of modern agriculture. Agrinos’ range of High Yield Technology® (“HYT®”) products helps farmers to practice profitable agriculture by providing increased crop productivity, improved efficiency of conventional fertilizer and a reduced environmental footprint. 

Certified as organic and based on Agrinos’ proprietary technology, the HYT® products provide benefits by strengthening the soil-based microbial ecosystem, stimulating crop development at key points in the growth cycle and boosting natural plant resistance to pathogens and threats. With solutions for a variety of crop categories, the technology comprising the HYT® products has demonstrated its value in third-party trials in key agricultural regions worldwide.

Agrinos was advised on this transaction by RS Platou Markets AS.

About Manor Investment S.A.

Manor is a private industrial company providing long-term development capital to entrepreneurs and industrial projects in Europe aiming for the better use of energy and natural resources. Manor is backed by private, long-term, evergreen investors with a strong industrial and entrepreneurial tradition, committed to strong ethic and governance standards. Manor's objective is to operate from a limited number of platform companies in four target areas, all geared towards a better and more efficient use of energy and natural resources:

• Generation of renewable and decentralised energy: production of green heat and electricity (wind, biomass, hydropower)
• Energy efficiency: technologies and services to reduce energy consumption (efficient heating and cooling systems, intelligent buildings)
• Sustainable agriculture: environmentally-friendly innovations to promote balanced and sustainable agriculture, responding to the food needs of tomorrow (intelligent irrigation, natural fertilisers, eco-management of water and forests)
• Materials efficiency and waste management: timber use, green packaging, recycling of waste across all types of materials for industrials, municipalities and residents

Manor consistently adopts a long-term view on its investments and aspires to partner with family businesses with which it believes its cultural fit is best. It is already active in wind in France, through Atalante Energies, in wind in Sweden, through Rabbalshede Kraft and in wood biomass in Austria, through Cycleenergy. 

Manor was advised on this transaction by Treïs, Deloitte and Thommessen.