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.
Oslo, 7 April 2022: Argeo AS (“Argeo” or the “Company”) has retained SpareBank 1 Markets AS as Manager and Sole Bookrunner (the “Manager”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”) to raise gross proceeds of up to approximately NOK 75 million (the “Private Placement”). The subscription price per Offer Share in the Private Placement (the “Subscription Price”) will be determined by the Company’s Board of Directors (the “Board”) on the basis of an accelerated book-building process to be conducted by the Manager.
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The net proceeds from the Private Placement will be used to invest in new vehicles and further international expansion as well as for general corporate purposes. Please see enclosed Company presentation dated 7 April 2022.
The Company’s largest shareholder, Kistefos AS, has, subject to certain conditions, pre-committed to apply for Offer Shares for NOK 25 million in the Private Placement. Redback AS, a company controlled by Chairman of the Board Jan Grimnes, has pre-committed to apply for Offer Shares for NOK 5 million in the Private Placement. In addition, certain members of the Company’s executive management, including CEO Trond Crantz, CTO Thorbjørn Rekdal, CFO Odd Erik Rudshaug and COO Ronny Bjørn, will apply for Offer Shares for NOK 1 million in total in the Private Placement.
The application period in the Private Placement will commence today, 7 April 2022 at 16:40 CEST and close on 8 March 2022 at 08:00 CEST. The Manager and the Company may, however, at any time resolve to shorten or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
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 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.
Allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Manager, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Allocated shares are expected to be settled on or around 21 April 2022 through a delivery versus payment transaction on a regular T+2 basis. However, the new shares will not be tradable before the new share capital is registered by the Norwegian Register of Business Enterprises (“NRBE”), expected on or about 21 April 2022, facilitated by a pre-payment agreement with the Manager.
Completion of the Private Placement Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including, but not limited to (a) the Board’s resolution to proceed with the Private Placement, including calling for an extraordinary general meeting (the “EGM”) to allocate and issue shares in the Private Placement, and (b) the resolution by the EGM, to be held on or about 19 April 2022, to consummate the Private Placement and to allocate and issue the Offer Shares, and (ii) 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 with the Norwegian Central Securities Depository, Euronext VPS.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the waiver of the shareholders’ preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, as well as the limited dilutive effects of the transaction, is in the common interest of the shareholders of the Company.
The Company may, subject to completion of the Private Placement and certain other conditions, consider to conduct a subsequent share offering of new shares (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering and any Subsequent Offering will in any event be conditional upon the approval of the Private Placement by the EGM.
The Manager has in connection with the Private Placement provided a waiver to the lock-up undertakings by the Company agreed to in connection with the admission to trading of the Company’s shares on Euronext Growth Oslo, which was described in the Company’s information document published on 26 April 2021.
Advisors
SpareBank 1 Markets AS is acting as Manager and Sole Bookrunner in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel 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 a 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 (“AUVs”) will significantly increase efficiency and imaging quality in addition to contribute 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 Infrastructure, Offshore Wind, Oil & Gas and Deep-Sea Minerals. Argeo was established in 2017 and has offices in Asker and Tromsø, Norway. 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 code: “ARGEO”.
Important Notices
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, 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 of 1933, as amended (the “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.
The Manager are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.
This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Argeo’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. 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.
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