REG - Zenith Energy Ltd - Subscription and guarantee commitments

Zenith EnergyAnnouncement

18/09/2025 07:05

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RNS Number : 8574Z  Zenith Energy Ltd  18 September 2025

September 18, 2025

 

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Zenith announces subscription intentions and guarantee commitments totaling
approximately SEK 16.3 million in the ongoing offering of Swedish Depository
Receipts

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA) announces
that the Company has received so-called top-down guarantee commitments from
external investors (the "Top-down Guarantee") and subscription intentions from
members of the Company's Board and management (the "Subscription Intentions"),
totaling approximately SEK 16.3 million. Commitments under the Top-down
Guarantee, along with the Subscription Intentions, are provided within the
framework of the Company's ongoing issue of Swedish Depository Receipts
("SDRs") (the "Offering") in connection with the planned listing on Spotlight
Stock Market ("Spotlight"). The commitments under the Top-down Guarantee
amount to approximately SEK 13.0 million, corresponding to approximately 52.2
percent of the Offering. The Subscription Intentions of approximately SEK 3.3
million, corresponding to approximately 13.0 percent of the Offering, have
been indicated by Andrea Cattaneo, CEO and member of the Board of Directors
(the "Board"), and Luca Benedetto, CFO and member of the Board. Subscriptions
pursuant to the Subscription Intentions would correspond to their respective
pro rata shares and would enable them to maintain their existing percentage
shareholdings in the Company in the event of full subscription of the
Offering.

"We are pleased to witness the strong commitment from new investors,
demonstrated by their participation in the ongoing Offering in connection with
our Swedish listing. We strongly believe the listing represents an important
milestone that will broaden our investor base and strengthen our access to the
Nordic capital markets," commented Andrea Cattaneo, CEO of Zenith Energy Ltd.

On September 8, 2025, Zenith announced the Offering of a maximum of 55,555,556
SDRs to the general public in Sweden and to institutional investors in Sweden
and internationally to further broaden the shareholder base. The Offering is
covered by Subscription Intentions and guarantee commitments to a total amount
of approximately SEK 16.3 million, corresponding to approximately 65.2 percent
of the Offering.

The Subscription Intentions amount to approximately SEK 3.3 million,
corresponding to approximately 13.0 percent of the Offering, and have been
indicated by Andrea Cattaneo, CEO, and Luca Benedetto, CFO, both members of
the Board. The Top-down Guarantee amounts to approximately SEK 13.0 million,
corresponding to approximately 52.2 percent of the Offering, and has been
provided by external investors. The guarantee commitments under the Top-down
Guarantee will be forfeited if the Offering is subscribed to 100 percent or
more. The commitments under the Top-down Guarantee are applied on top of the
actual subscription level and are intended to cover any subscription shortfall
in the Offering, up to the total amount of the Top-down Guarantee, in the
event that the Offering is not fully subscribed. Neither any subscriptions
pursuant to the Subscription Intentions, nor the Top-down Guarantee, are or
will be secured by bank guarantees, restricted funds, pledging or similar
arrangements and the Subscription Intentions are not binding.

For the Top-down Guarantee, a guarantee compensation of twelve point five
(12.5) percent of the guaranteed amount will be paid in cash. The compensation
has been determined by the Board through negotiations at arm's length with the
guarantors and is considered to reflect prevailing market conditions. No
compensation will be paid in respect of any subscriptions made pursuant to the
Subscription Intentions.

The Offering in brief

·      The subscription price in the Offering has been set to SEK 0.45
per SDR. This corresponds to a pre-money valuation of the Company of
approximately SEK 226.8 million.

·      The Offering comprises a maximum of 55,555,556 SDRs representing
55,555,556 new shares, equivalent to approximately SEK 25 million before issue
costs of approximately SEK 1.7 million at full subscription.

·      The minimum subscription entry is 4,500 SDRs, corresponding to
SEK 2,025. However, any number of additional SDRs may be applied for.

·      The subscription period commenced on September 9, 2025, and ends
on September 23, 2025.

·      Trading in Zenith's SDRs on Spotlight is expected to commence on
October 10, 2025.

·      Through the Offering, the number of represented shares may
increase by a maximum of 55,555,556.

·      The Offering is covered by Subscription Intentions and guarantee
commitments corresponding to approximately 65.2 percent of the Offering.

Memorandum

For complete terms and conditions of the Offering and other information about
the Company, please refer to the memorandum that the Company published on
September 8, 2025, which is available on the Company's website,
www.zenithenergy.ca, Spotlight's website, www.spotlightstockmarket.com, and on
Eminova Fondkommission AB's website, www.eminova.se.

Preliminary timetable

September 9 - September 23, 2025: Subscription period

September 24, 2025: Publication of the outcome

September 30, 2025: Settlement date

October 10, 2025: Expected first day of trading in the Company's SDRs

Advisors

Eminova Partners Corporate Finance AB acts as financial advisor and
Advokatfirman Schjødt acts as legal advisor as to Swedish law and McCarthy
Tétrault LLP acts as legal advisor as to Canadian law in connection with the
Offering. Eminova Fondkommission AB acts as the issue agent.

For more information, please contact:

Andrea Cattaneo, Director, President and Chief Executive Officer

Phone: +1 (587) 315 1279

Email: info@zenithenergy.ca

About us

Zenith Energy Ltd. is a revenue generating, independent energy company with
energy production, exploration and development assets in North Africa, the US
and Europe. The Company is listed on the London Stock Exchange Main Market
(LSE: ZEN) and the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA).

Important information

In certain jurisdictions, the publication, announcement or distribution of
this press release may be subject to restrictions according to law. Persons in
such jurisdictions where this press release has been published or distributed
should inform themselves, observe and abide by such restrictions. The
recipient of this press release is responsible for using this press release,
and the information herein, in accordance with applicable rules in the
respective jurisdiction. This press release does not constitute an offer to,
or an invitation to, acquire or subscribe any securities in the Company in any
jurisdiction, not from the Company or any other person.

This press release is not a prospectus within the meaning of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed
by any regulatory authority in any jurisdiction. A prospectus will not be
prepared in connection with the Rights Issue. Nor does this press release
constitute an exemption document in the form prescribed by the Prospectus
Regulation Annex IX.

This press release does not constitute an offer or invitation concerning the
acquisition or subscription of securities in the United States. The securities
referred to herein may not be sold in the United States without registration,
or without the application of an exemption from registration, according to the
U.S. securities act from 1933 ("Securities Act"), and may not be offered or
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In the United Kingdom, this press release and any other materials in relation
to the securities described herein is only being distributed to, and is only
directed at, and any investment or investment activity to which this press
release relates is available only to, and will be engaged in only with,
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(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities
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Forward-looking statements

This press release may contain forward-looking statements. These statements are not historical facts and are generally identified by words such as "will," "expects," "believes," "estimates," "intends," "assumes," and similar expressions. They reflect the Company's current intentions, opinions, expectations, or assumptions, which are based on present plans, estimates, and forecasts.
Such forward-looking statements involve risks and uncertainties that are difficult to predict and, in general, beyond the Company's control. Actual events or results may differ materially from those expressed or implied in these statements. Readers are therefore cautioned not to place undue reliance on forward-looking statements.

 

Information to distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares in the
Company have been subject to a product approval process, which has determined
that such shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the shares in the
Company may decline and investors could lose all or part of their investment;
the shares in the Company offer no guaranteed income and no capital
protection; and an investment in the shares in the Company is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the share issue. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the joint bookrunners will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

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 in the Company.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the shares in the Company and determining appropriate
distribution channels.

Market Abuse Regulation (MAR) Disclosure

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of
this announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

 

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