Vow ASA : Completion of the demerger and registration of changes in the share capital

Reference is made to Vow ASA’s (the “Company” or “Vow”) stock exchange announcement on 8 July 2021, regarding the last day of trading in the shares inclusive of rights (ex.date) to consideration shares in Vow Green Metals AS (“VGM”).

Following close of trading at Oslo Børs today, on 9 July 2021, the demerger, through which the biocarbon business of Vow was demerged from Vow and merged into VGM against distribution of shares in VGM to existing shareholders of Vow (the “Demerger”), was registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and in the Norwegian Central Securities Depositary (the “VPS”).

The exchange ratio in the Demerger is 93.5 (remaining) / 6.5 (transferred). Upon completion of the Demerger, the share capital of Vow was reduced by NOK 742,689.155, from NOK 11,425,987 to NOK 10,683,297.845, by reducing the nominal value of the existing shares with NOK 0.0065, from NOK 0.10 to NOK 0.09350. Simultaneously with the reduction of Vow’s share capital, VGM’s share capital was increased with NOK 742,689.155, from NOK 326,086.956 to NOK 1,068,776.111, by the issuance of 114,259,870 consideration shares in VGM to the shareholders of Vow as of 9 July 2021 (the cut-off date) as registered in the VPS as of 13 July 2021 (the record date). The consideration shares each have a par value of NOK 0.0065 and are issued at a ratio of one (1) consideration share in VGM for each share the eligible shareholders hold in Vow as at the cut-off date, as shown in the VPS register of Vow as at the record date.

The consideration shares in VGM will be distributed on a pro rata basis to shareholders of Vow as of the expiry of 9 July 2021 (the cut-off date), as such shareholders appear in the shareholders’ register for Vow in the VPS as of the record date, 13 July 2021. The first day of trading in Vow shares exclusive of rights to consideration shares in VGM as demerger consideration will thus be 12 July 2021 (the ex.date), and the first day of trading in the VGM shares on Euronext Growth Oslo will be 12 July 2021. It is expected that the consideration shares in VGM will be delivered and made available to the eligible shareholders of Vow on or about 14 July 2021.

Shareholders of Vow as of the expiry of the cut-off date as registered in Vow’s shareholders’ register with the VPS as of the expiry of the record date, will receive one (1) consideration share in VGM for each share they own in Vow as of the expiry of the cut-off date as recorded in the VPS on the record date.

Trading in the VGM shares on Euronext Growth Oslo will commence prior to the delivery of such shares to the eligible Vow shareholders’ VPS accounts. Trades during this period until delivery of the shares to entitled shareholders’ VPS accounts will be settled on a T+2 basis.

The above-mentioned capital changes have resulted in updated articles of association for both the Company and VGM.

VGM will, from Monday 12 July 2021, trade under the ticker “VGM” on Euronext Growth Oslo with ISIN NO 001 1037483. The information document prepared by VGM in connection with its admission to trading on Euronext Growth Oslo will be published by VGM on its ticker “VGM” on Newsweb prior to commencement of trading of its shares on Euronext Growth Oslo.

There is no change in the ISIN NO of Vow, which will still be NO 0010708068.

For more information please contact:

Erik Magelssen, CFO, Vow ASA
Tel: +47 928 88 728
Email: erik.magelssen@vowasa.com

About Vow

Vow and its subsidiaries Scanship and Etia are passionate about preventing pollution. The company’s world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries.

Cruise ships on every ocean have Vow technology inside which processes waste and purifies wastewater. Fish farmers are adopting similar solutions, and public utilities and industries use our solutions for sludge processing, waste management and biogas production on land.

With advanced technologies and solutions, Vow turns waste into biogenetic fuels to help decarbonise industry and convert plastic waste into fuel, clean energy, and high-value pyro carbon. The solutions are scalable, standardised, patented, and thoroughly documented, and the company’s capability to deliver is well proven. They are key to end waste and stop pollution.

Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).

This information is subject to the disclosure requirements pursuant to the Continuing Obligations for Issuers of Shares in accordance with Oslo Rule Book II – Issuer Rules.