NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.
Asker, 29 June 2023: Argeo AS (“Argeo” or the “Company”) (Euronext Growth: ARGEO) has retained SpareBank 1 Markets AS as sole bookrunner (the “Manager”) to advise on and effect a contemplated private placement (the “Private Placement”) of new shares in the Company (the “Offer Shares”) at a fixed price per share of NOK 2.75 (the “Subscription Price”) to raise gross proceeds of between NOK 30 and 50 million.
…
Vis børsmeldingen
The final size of the Private Placement and the number of Offer Shares to be issued will be determined by the Company’s board of directors (the “Board”) following an accelerated bookbuilding process to be conducted by the Manager.
The net proceeds from the Private Placement will be used to fund CAPEX and working capital until the Company expects to reach positive operational cash flow.
The Company’s five largest shareholders have indicated that they will subscribe for Offer Shares at the Subscription Price in the Private Placement for NOK 27 million in total, as follows:
- Kistefos AS, a company closely associated with Lars Petter Ottem Utseth(Board member and primary insider of the Company): NOK 15 million
- Østerbris Offshore AS: NOK 4 million
- Redback AS, a company controlled by and closely associated with Jan Grimnes(Board chairman and primary insider of the Company): NOK 3.3 million
- Pro AS: NOK 3 million
- Langebru AS: NOK 1.7 million
Bookbuilding Period
The bookbuilding period in the Private Placement will commence today, 29 June 2023 at 16:30 CEST and is expected to close on 30 June 2023 at 08:00 CEST (the “Bookbuilding Period”). The Company may, however, in consultation with the Manager, at any time resolve to shorten or extend the Bookbuilding Period on short or without notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
Offering structure
The Private Placement will consist of new Offer Shares to be offered at the Subscription Price, and the Board is authorised to issue such new Offer Shares pursuant to an outstanding authorization to increase the Company’s share capital granted by the annual general meeting on 15 June 2023 (the “Authorization”).
Allocation
Allocation of Offer Shares will be determined at the end of the Bookbuilding Period by the Board, at its sole discretion, after consultation with the Manager. The Company may focus on allocation criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality, investment history and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Notification of allocations and payment instructions are expected to be issued to the applicants on or around 30 June 2023 (before trading commences on Euronext Growth Oslo) through a notification to be issued by the Manager. The allocated Offer Shares will not however, be tradeable before registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises (the “NRBE”) has occurred.
Settlement
Settlement of the Private Placement is expected on or about 4 July 2023. The allocated Offer Shares will be delivered on a delivery versus payment (“DvP”). To facilitate DvP settlement in the Private Placement, a customary pre-payment agreement has been entered into between the Company and the Manager (the “Pre-Payment Agreement”). Settlement of the Private Placement is subject to the conditions for completion set out below.
Conditions for completion
Completion of the Private Placement is conditional upon the following conditions being satisfied: (i) the corporate resolutions of the Company required to implement the Private Placement, including, but not limited to, the Board’s resolution to issue and allocate the new Offer Shares pursuant to the Authorization, being validly made, (ii) the Pre-Payment Agreement being in full force and effect and (iii) the share capital increase pertaining to the issuance of the allocated new Offer Shares being validly registered with the NRBE) and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository, being Euronext Securities Oslo (the “VPS”).
The Company reserves the right, at any time prior to completion of the Private Placement, and for any reason, to cancel and/or modify the terms of the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Selling restrictions
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to investors in the United States who are “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act (the “STA") and ancillary regulations are available, including to employees and directors of the Company and the Company group. Further selling restrictions and transaction terms will apply.
Subsequent offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment obligations under the STA section 5-14, section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the Private Placement as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings. Furthermore, the number of Offer Shares to be issued in connection with the contemplated Private Placement implies that the dilution of existing shareholders should be more limited. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the structure of the Private Placement, the shareholders’ preferential rights to subscribe for the Offer Shares will be deviated from.
In order to limit any dilutive effect of the Private Placement, the Board will, after any resolution to proceed with the Private Placement, consider carrying out a subsequent offering (the “Subsequent Offering”) directed towards shareholders as of close of trading 29 June 2023, as recorded in the VPS on 3 July 2023, who (i) were not part of the “wall-crossing” phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful and (in jurisdictions other than Norway) would require any prospectus, filing, registration or similar action.
Company market update
An updated company presentation is attached hereto.
Advisors
SpareBank 1 Markets AS is acting as sole bookrunner in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
This information is subject to a duty of disclosure pursuant to the Company’s continuing obligations as a company listed on Euronext Growth Oslo. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Odd Erik Rudshaug, Chief Financial Officer, at Argeo AS on the date and time provided.
For more information, please contact:
Trond Figenschou Crantz, CEO
Email: trond.crantz@argeo.no
Phone: +47 976 37 273
About Argeo | www.argeo.no
Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilizing autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (AUV’s) will significantly increase efficiency and imaging quality in addition to contributing to significant reduction in CO2 emissions from operations for the global industry in which the Company operates.
The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic, and geological methods from shallow waters to the deepest oceans for the market segments Oil & Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston, and Singapore. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.
Important information
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the “U.S. Securities Act”. The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
Kilde
