OSLO, Norway - October 22nd, 2025 - Agilyx ASA (OSE: AGLX: OTCQX: AGXXF: ISIN:
NO0010872468: WKN: A2QGQ) ("Agilyx" or the "Company") references the October 13,
2025 stock exchange notice regarding the closing and financing of Agilyx'
acquisition of approximately 44% of the issued shares in GreenDot Global
S.à.r.l. ("GreenDot"), for a consideration of EUR 52 million in a combination of
shares and cash.
In connection with Agilyx' investment in GreenDot, the Company raised a EUR 20
million subordinated shareholder loan (the "Shareholder Loan") and announced
that the intention was to replace the Shareholder Loan with other subordinated
debt. Today, Agilyx announces that it intends to issue minimum EUR 20 million
subordinated convertible bonds (the "Convertible Bond Issue" and the bonds
issued thereunder, the "Convertible Bonds") to replace the Shareholder Loan. The
maximum amount of the Convertible Bond Issue is set to EUR 40 million. The
lenders under the Shareholder Loan have irrevocably committed to converting
their part of the Shareholder Loan to Convertible Bonds. Any proceeds from the
Convertible Bond Issue in excess of the already subscribed EUR 20 million will
be used to improve the Company's liquidity and for general corporate purposes.
The application period for the Convertible Bonds starts today, 22 October 2025
at 09:00 CEST, and ends on 24 October 2025 at 16:30 CEST, and may be extended at
the Issuer's sole discretion.
The Convertible Bonds will, in accordance with their terms, be convertible into
shares of the Company (the "Shares"), and are expected to mature on 30 June
2028.
The Issuer will convene an extraordinary general meeting of its shareholders to
be held on or around 18 November 2025 to seek a resolution to make the
Convertible Bonds convertible into Shares while disapplying shareholders'
preferential rights. The 3 largest shareholders of the Issuer, Saffron Hill
Ventures 3 LP, Saffron Hill Ventures 2 LP, and Skandinaviska Enskilda Banken AB
(nominee for Svelland Capital), representing 53.99% of the share vote, have
irrevocably committed to vote in favor of the Shareholder Resolution. If the
Shareholder Resolution is not passed by the required majority at the
extraordinary general meeting, the Convertible Bonds will not be issued.
Key Terms of the Convertible Bonds
oMinimum amount: EUR 20 million
oMaximum amount: EUR 40 million
oStatus: Subordinated
oMaturity Date: 30 June 2028
oSettlement Date: Expected to be 20 November 2025
oCoupon Rate: Fixed coupon expected to be between 8% and 10%, payable
semi-annually, settled with additional bonds (PIK interest)
oReference Price: VWAP of the Company's shares on 22, 23 and 24 October 2025
oConversion Premium: Expected to be 20%
oConversion Price: The product of (1 + Conversion Premium) and the Reference
Share Price
oConversion Price Reset: Yes, the Convertible Bonds will include a reset
mechanism designed to maintain fair conversion conditions for Convertible Bond
investors in the event of a capital raise during the first 18 months after
Settlement Date
oThe Convertible Bonds will be non-callable and will include customary
Euromarket adjustment provisions for convertible securities, including
anti-dilution provisions and other adjustment mechanisms that are standard in
the convertible bond market
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA, (the "Managers")
are acting as managers for the Convertible Bond issuance.
This information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.
About Agilyx
Agilyx ASA is a leading global investment platform supporting the development of
plastic waste feedstock supply to the recycling industry. Through its 44% stake
in GreenDot Global, Europe's largest waste plastic recycling platform,
generating over EUR 400 million in annual revenues, Agilyx gains access to large
volumes of post-use plastic and advanced sorting and recycling infrastructure in
Germany, Austria, and Italy, helping supply critical European-sourced feedstock
to the European advanced recycling markets. Through Cyclyx, its (50%) joint
venture with ExxonMobil (25%) and LyondellBasell (25%), Agilyx supports the
collection and processing of post-use plastic waste into custom-formulated,
high-quality feedstock solutions for global plastic producers. Agilyx markets
Styrenyx, its proprietary advanced recycling technology, to recycle polystyrene
waste into recycled styrene monomers for reuse in new, high-quality products. By
enabling the shift from a linear "make-take-waste" model to a circular economy,
Agilyx helps solve the crisis of plastic waste and supports the global
transition to a low-carbon future.
Inquiries: investors@agilyx.com
Learn more at: www.agilyx.com
For media resources, visit: https://www.agilyx.com/media-room/