Ocean Sun AS – Contemplated Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Ocean Sun AS (the "Company" or "Ocean Sun") today, 22 May 2026, announces the contemplated launch of a share offering (the "Offering") of between 30,000.000 and 40,000,000 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.01, at a subscription price of NOK 0.50 per Offer Share. The Offering will, if completed, raise gross proceeds of approximately between NOK 15,000,000 million and NOK 20,000,000 million.
If the Offering is successfully completed, the Company expects that the proceeds, along with existing cash, will finance operations into the first half of 2027. The Company currently anticipates that it will use existing cash and the net proceeds from the Offering, inter alia, for (i) funding execution of active resort pipeline, (ii) expanding delivery operations to match project volume and (iii) completing and certifying the next generation FPV platform to open a broader share of the established utility market.
The Company will submit a national prospectus dated 22 May 2026 (the "Prospectus") regarding the Offering for registration with the Norwegian Register of Business Enterprises ("NRBE") in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.
The Prospectus is expected to be published on 26 May 2026, and will be made available electronically on the Company's website (https://oceansun.no/) once registration with the NRBE has been completed.
The Offering:
The Offering will be made based on the Prospectus.
The Offering does not constitute a rights issue as per Section 10-4 and Section 10-5 of the Norwegian Private Limited Liability Companies Act (the "Companies Act"). The Offering will be directed towards (i) the Company's shareholders as of 27 May 2026 as registered in the Norwegian Central Securities Depository (the "VPS") two trading days thereafter (on 29 May 2026) who are not resident in a jurisdiction where such offer would be illegal or would (excluding Norway) require the issuance of a prospectus, registration, or other similar action (the "Shareholders") and (ii) selected potential investors at the Company's board of directors' sole discretion (the "Potential Investors"). The Potential Investors will only be allotted Offer Shares in the event that the Offering is not fully subscribed by the Shareholders.
The application period for the Offer Shares commences, subject to publication of the Prospectus, on 27 May 2026 at 09:00 (CEST) and expires on or about 10 June 2026 at 16:30 hours (CEST) (the "Application Period"), subject to any extensions. No subscription rights are issued in connection with Offering, and the Shareholders and the Potential Investors are not to be considered as holders of subscription rights or similar rights to acquire Offer Shares. Instructions regarding the application procedure will be available in the Prospectus.
The Company expects to call for an extraordinary general meeting to be held on 11 June 2026, whereby the general meeting of the Company is expected to resolve to increase the share capital required to complete the Offering.
Notifications of allocation of Offer Shares and payment instructions are expected to be distributed on or about 12 June 2026 provided that the conditions for the Offering are fulfilled. Payment for Offer Shares is expected to fall due on 15 June 2026.
The Offer Shares will, when issued, be registered in the VPS in book-entry form and are expected to be delivered to the applicant's VPS account during 19 June 2026. It is expected that the Offer Shares will be admitted to trading on Euronext Growth Oslo in connection with being delivered to the applicant's VPS account. The Offer Shares will have equal rights and rank pari passu with the Company's existing Shares.
Completion of the Offering is conditional upon (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the general meeting of the Company resolving to issue the Offer Shares, and (ii) the payment of the subscription amount by the applicants.
The Company reserves the right, at any time and for any reason, to cancel and/or modify the terms of the Offering. The Company will not be liable for any losses incurred by applicants if the Offering is cancelled, irrespective of the reason for such cancellation.
Advisors:
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Fearnley Securities AS is acting as financial advisor to the Company.
Disclosure regulation:
This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Karl Lawenius, CFO at Ocean Sun AS on the date and time provided.
For more information, please contact:
Kristian Tørvold, CEO of Ocean Sun, +47 97088847
Karl Lawenius, CFO of Ocean Sun, +47 45633881
About Ocean Sun:
By combining Norwegian maritime expertise and knowledge within photovoltaics, Ocean Sun as developed an innovation that offers a bold solution to our global energy needs. The patented technology is based on solar modules mounted on hydro-elastic membranes and offers cost and performance benefits not seen in any other floating PV system today. With offices in Oslo, Singapore and Shanghai, Ocean Sun is embarking on its vision to be the world's leading technology provider of floating solar.
Important information:
This announcement is not and does not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors pursuant to an exemption under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
This communication is only being distributed to and is only directed at (i) persons in the United Kingdom, who have professional experience, knowledge and expertise in matters relating to investments and qualify as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons who are outside the United Kingdom, and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons being referred to as "relevant persons") and any investment or investment activity to which this communication relates is available only to and will be engaged in only with relevant persons, and any person other than a relevant person should not rely on it. The Offer Shares are being offered only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") (including, amongst other circumstances, the fact that the Offer Shares which are the subject of the Offering are offered subject to a minimum subscription amount per UK applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares may be offered only to "qualified investors" as defined in paragraph 15 of Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or only where the minimum consideration required for the securities offered is GBP 100,000. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operates, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers, and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.
Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.