OSLO, NORWAY: Kyoto Group AS, a prominent player in the energy sector, has announced a landmark transaction with GF I Kiln HoldCo AS, an acquisition entity owned by the esteemed Glentra Fund I K/S. This strategic move includes a directed share issue and a subsequent voluntary all-cash offer for all outstanding shares of Kyoto, marking a significant milestone in the company’s journey.

The transaction, which has garnered the support of shareholders representing 73.5% of Kyoto’s shares, is poised to raise NOK 286.7 million in gross proceeds, reflecting a 37.7% premium over the closing price as of June 13, 2024. Furthermore, the voluntary all-cash offer to shareholders for the remaining shares stands at an impressive 94.3% premium over the same closing price.

This development is a game-changer for Kyoto, as it not only secures recognition but also a strategic investment from a leading global investor focused on the energy transition infrastructure. The investment and subsequent offer have led to pre-committed support, resulting in 86.0% ownership for the Offeror.

Glentra Capital P/S, the Copenhagen and London-based manager of Glentra, has a reputation for deep industry insights and is committed to supporting Kyoto’s growth in a private setting. The investment will enable Kyoto to accelerate its commercial development and fund its liquidity needs and operations.

The board of Kyoto has unanimously endorsed the share issue and offer, confident in the strong balance sheet and new business opportunities it will unlock. The company’s three largest investors have agreed to maintain their ownership interests, reinforcing their belief in Kyoto’s strategic direction.

The offer price of NOK 24.00 per share represents a substantial premium over both the recent closing price and the volume-weighted average prices over the past three and six months. This move is expected to fortify Kyoto’s financial position and facilitate its long-term objectives.

Alpha Corporate Finance and Advokatfirmaet Wiersholm AS are providing financial and legal advisory services to Kyoto Group, respectively, while Advokatfirmaet Schjødt AS is advising Glentra on legal matters.

Eivind Reiten, Chairman of Kyoto Group, said: “The board believes that the combination of the share issue and the offer is in the best interest of our shareholders and that having Glentra as a long-term strategic shareholder will benefit the company, employees, partners and customers. This solution will give Kyoto Group the financial resources to accelerate its commercialization and its contribution to the transition to renewable energy in industrial applications.”

Henrik Tordrup, Managing Partner at Glentra, said: “Our investment and partnership with Kyoto is part of our commitment to back companies deploying demand side solutions that promote the low carbon transition. The Heatcube has significant potential to accelerate decarbonization of process heat in Europe and globally. We have been following the company closely and are impressed by the team and the progress made to date. Kyoto is an excellent strategic fit with Glentra and we look forward to working with Kyoto over many years.”

Camilla Nilsson, CEO of Kyoto Group, said: “I am impressed by Glentra’s drive and dedication, by their operational and financial capability to make a difference to the ongoing energy transition, and by the track record of the people involved. I look forward to working together to commercialize Heatcube, now with a stronger balance sheet that enables us to accelerate in a way that has so far not been possible, including operating heat-as-a-service with assets owned by Kyoto.”