NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange notice published by Argeo AS (“Argeo” or the “Company”) (Euronext Growth: ARGEO) on 19 March 2024 regarding the successful private placement of 18,181,818 new shares in the Company (the “Private Placement”), and that the Company intends to carry out a subsequent offering with non-tradeable subscription rights of up to 11,000,000 new shares in the Company (the “Subsequent Offering”).
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For the purposes of the Subsequent Offering, the Company has prepared a national prospectus (the “Prospectus”) which was registered with the Norwegian Register of Business Enterprises (“NRBE”) today in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA-prospectus.
The Prospectus will be made available electronically at www.paretosec.com/transactions and www.sb1markets.no/transaksjoner/ prior to the commencement of the Subscription Period (as defined below), expected on or about 3 April 2024.
The Subsequent Offering
The Subsequent Offering comprises the offer of up to 11,000,000 new shares (the “Offer Shares”) in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 2.75 per share, with gross proceeds of up to NOK 30.25 million.
The Subsequent Offering will be directed towards existing shareholders in the Company as of 19 March 2024 (as registered with the Euronext Securities Oslo (the “VPS”) on 21 March 2024) (the “Record Date”) 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 (the “Eligible Shareholders”).
Each Eligible Shareholder will receive 0.121420 non-tradeable Subscription Rights for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription by Eligible Shareholders having received subscription rights will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted.
The subscription period for the Subsequent Offering will commence on or about 4 April 2024 and will expire on 11 April 2024 at 16:30 (CEST) (the “Subscription Period”).
In order to subscribe for shares, the Managers (as defined below) must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure are available in the Prospectus. Subscriptions may only be made on the basis of the Prospectus. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and lapse without compensation to the holder.
The due date for payment of the Offer Shares is on or about 16 April 2024 (the “Payment Date”). In order for payment to take place on the Payment Date, subscribers must ensure that there are sufficient funds on the bank account to be debited on or about 15 April 2024. Subject to timely payment by the subscribers, the Company expects that the share capital increase pertaining to the Offer Shares will be registered with the NRBE on or about 24 April 2024 and that the Offer Shares will be delivered to the applicant’s VPS account and become tradable on or about 25 April 2024. The Offer Shares will have equal rights and rank pari passu with the Company’s other shares.
The completion of the Subsequent Offering is subject to (i) due payment of the Offer Shares by the subscribers, (ii) the Board of Directors of the Company resolving to approve the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the extraordinary general meeting of the Company held on 15 March 2024, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NRBE and delivery of the Offer Shares to the subscribers in the VPS.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS are acting as managers (the “Managers”) in the Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
For more information, please contact:
Trond Figenschou Crantz, CEO Argeo AS
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 notices
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 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.
The information 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 of the content of this announcement.
Neither of the Company, 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 in the Company. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
