NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL
Asker, 19 March 2024. Argeo AS (“Argeo” or the “Company”) has engaged Pareto Securities AS and SpareBank 1 Markets AS as joint global coordinators and joint bookrunners (the “Managers”) to advise on and effect a contemplated private placement of new shares (the “Offer Shares”) in the Company (the “Private Placement”) to raise gross proceeds of up to NOK 50 million.
…
Vis børsmeldingen
The subscription price per Offer Share in the Private Placement (the “Offer Price”) and the final number of Offer Shares will be determined by the Company’s board of directors (the “Board”) on the basis of an accelerated bookbuilding process to be conducted by the Managers.
Use of proceeds
The net proceeds to the Company from the Private Placement will be used for general corporate purposes, including working capital relating to the Company’s USD 39 million contract announced on 12 March 2024 for work offshore Africa (hereunder opex until contract payments and contract related pre-payments to sub-suppliers) and additional project related equipment and preparation for project based 3’rd spread in North and South America.
Pre-commitments
Kistefos AS (the largest shareholder in the Company with approx. 21% of the outstanding shares) has pre-committed to subscribe for, and will be allocated, its pro-rata share in the Private Placement at an Offer Price per Offer Share “at market”.
Bookbuilding period
The application period in the Private Placement will commence today, 19 March 2024 at 16:30 CET (after close of markets) and is expected to close on 20 March 2024 at 08:00 CET (before opening of markets) (the “Bookbuilding Period”). The Company may, however, in consultation with the Managers, 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 Offer Shares in the Private Placement (if completed) will be issued by the Board pursuant to an authorization granted to the Board to increase the share capital in the Company by up to 20% by the extraordinary general meeting in the Company held on 15 March 2024 (the “Board Authorization”).
Allocation
Allocation of Offer Shares will be determined at the end of the Bookbuilding Period by the Board, at its sole discretion (in consultation with the Managers). The Company may focus on allocation criteria such as (but not limited to) pre-commitments, indications from the wall-crossing phase of the Private Placement, existing ownership in the Company, price leadership, timeliness of the application, relative order size, sector knowledge, perceived investor quality 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 are expected to be issued to the applicants on or around 20 March 2024 (T) (before trading commences on Euronext Growth Oslo) through a notification to be issued by the Managers.
Settlement
The Offer Shares are expected to be settled on a delivery versus payment (“DvP”) basis on T+2 bases (where T = the notification of allocation date), expected on or about 22 March 2024, subject to the Conditions having been met, as further set out below. The Offer Shares will not be tradable on Euronext Growth Oslo before the share capital increase pertaining to the issuance of Offer Shares has been registered with the Norwegian Register of Business Enterprises (“NRBE”). The Company will announce when such registration has taken place, and the Company expects that the Offer Shares will commence trading on Euronext Growth Oslo on or about 21 March 2024.
To facilitate swift settlement of Offer Shares in the Private Placement, a customary pre-payment agreement has been entered into between the Company and the Manager (the “Pre-Payment Agreement”).
Conditions for completion
The completion of the Private Placement is subject to: (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to the Board Authorization, (ii) the Pre-Payment Agreement remaining in full force and effect and (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the NRBE and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly the “Conditions”)
The settlement of Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants.
The Company reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to Conditions having been met. The applicants also acknowledge that the Private Placement as a whole will be cancelled if the relevant conditions are not fulfilled. Neither the Managers nor the Company, or any of their directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement as a whole is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Potential uplisting
The intention of the Board is to pursue an uplisting to a regulated marketplace operated by the Oslo Stock Exchange before the end of 2024 post-completion of the Private Placement (always subject to favourable market conditions and the satisfaction of applicable listing requirements).
Dilutive instruments
The Company has the following outstanding financial instruments:
- Options: 7,750,000 unvested options, vesting 1/3 per year over 3 years which were granted 23 January 2024 and will expire 5 years after grant date, all with a strike price of NOK 3.20 and 140,000 vested options, all with a strike price of NOK 8.20.
- Warrants: 50,000 warrants which can be exercised with a strike price of NOK 0.83 and 1,168,937 warrants, which can only be exercised given a demonstrated market price per share in the Company of NOK 24.60 within April 2025, with a strike price of NOK 0.10 (equivalent to the par value of the shares).
Selling restrictions
The Private Placement will be made by the Company to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007 (the “STA”) and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. 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 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 through a public bookbuilding process and a significantly lower completion risks compared to a rights issue and without the underwriting/guarantee 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. A swift capital raise is also important considering the Company’s obligations in relation to the upcoming contract as further described above. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process, and a market-based Offer Price should therefore be achieved. 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 of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards shareholders in the Company as of close of trading 19 March 2024, as recorded in the VPS two (2) trading days thereafter, who (i) were not included in 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.
Legal advisors:
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
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.
The company is listed on Euronext Growth Oslo under the ticker: ARGEO.
Please visit www.argeo.no for more information.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Kilde
