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Asker, 24 January 2023: Reference is made to the stock exchange notice published by Argeo AS (the “Company”) (Euronext Growth: ARGEO) on 20 December 2022 announcing the successfully placed private placement of 30,300,000 new shares, raising gross proceeds of approximately NOK 50 million (the “Private Placement”), and a potential subsequent offering to be carried out by the Company (the “Subsequent Offering”).
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The Company has today submitted a national prospectus (the “Prospectus”) for registration with the Norwegian Register of Business Enterprises (“NRBE”) 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. This Prospectus does not constitute an EEA-prospectus.
The Prospectus will be made available electronically at www.sb1markets.no - http://www.sb1markets.no, prior to the commencement of the Subscription Period (as defined below), expected to be published on or about 26 January 2023.
The Subsequent Offering
The Subsequent Offering comprises the issue of up to 7,575,758 new shares (the “Offer Shares”) in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 1.65 per share. Total gross proceeds will amount to approximately NOK 12,500,000.
The Subsequent Offering will be directed towards shareholders of the Company as of 20 December 2022 (as registered with the VPS on 22 December 2022) (the “Record Date”) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action) (“Eligible shareholders”).
Each Eligible Shareholder will receive 0.5146 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 26 January 2023 at 09:00 (CET) and will expire on 8 February 2023 at 16:30 (CET).
In order to subscribe for shares, the Manager (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. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The due date for payment of the Offer Shares is on 13 February 2023 (the "Payment Dateʺ). The Offer Shares will, after registration of the share capital increase in NRBE pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the applicant’s VPS account on or about 17 February 2023. 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) duly payment of the Offer Shares by the subscribers, (ii) the Board of Directors resolving to approve the Subsequent Offering and issue and allocate the Offer Shares, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NRBE, and (iv) delivery of the Offer Shares to the subscribers in the VPS.
The Company will make adequate announcements relating to both commencement and final day of the Subscription Period.
Advisors
SpareBank 1 Markets AS acts as manager (the “Manager”) in the Subsequent Offering.
Advokatfirmaet Schjødt AS acts 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 (“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 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 code: “ARGEO”.
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 Manager 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 Manager nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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