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Endúr ASA ("Endúr " or the “Company”) has retained DNB Markets, a part of DNB Bank ASA, Pareto Securities AS and SpareBank 1 Markets AS as Joint Lead Managers and Bookrunners (together the “Managers”) to advise on and effect a contemplated private placement of new shares to raise between NOK 100-150 million (the “Offering Size”) through the issuance of new ordinary shares (the “Offer Shares”) in the Company (the “Private Placement”) after the close of trading on Oslo Børs today, 11 November 2020. The number of shares to be issued in the Private Placement will depend on the final subscription price.
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The Private Placement will be divided into two tranches. Tranche 1 will consist of up to 105,900,000 Offer Shares (representing ~21% of the outstanding shares in the Company) (“Tranche 1”). Tranche 2 will consist of up to a number of Offer Shares that, together with Tranche 1, corresponds to a total transaction equal to the final Offering Size (“Tranche 2”). Investors are expected to be allocated Offer Shares pro rata in Tranche 1 and Tranche 2, with the exception of Middelborg AS, Tigerstaden Marine AS and Songa Capital AS having agreed that the Offer Shares they are allocated in the Private Placement will all be allocated in Tranche 2. Tranche 2 of the Private Placement is subject to approval by the extraordinary general meeting of the Company, expected to be held approximately 3 weeks after the conditional allocation in Tranche 2 of the Private Placement.
Middelborg AS, Tigerstaden Marine AS and Songa Capital AS have collectively pre-committed to subscribe for NOK 45 million (NOK 15 million each) and will within the Offering Size be allocated minimum pro-rata based on ownership after the Acquisition (as defined below), corresponding to 24%. In addition, a shareholder loan of NOK 25 million from the same investors will be converted at the Offer Price (not included in the Private Placement).
With reference to the Company’s announcement of the acquisition of BMO Entreprenør AS (the “Acquisition”) made on 19 October 2020, the net proceeds from the Private Placement will be used (i) for further growth and general corporate purposes, and (ii) subject to the approval by the EGM, to partly finance the Acquisition.
The subscription price and the number of Offer Shares in the Private Placement will be determined by the board of directors of the Company (the “Board”) following an accelerated bookbuilding process. The bookbuilding and application period of the Private Placement will commence on 11 November 2020 at 16:30 hours CET and is expected to close on 12 October 2020 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards Norwegian and international investors and institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Allocation of the Offer Shares will be determined at the end of the bookbuilding and application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. The Board will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, price leadership, 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. Notice of allocation (conditional, with respect to Tranche 2) of Offer Shares is expected to be sent to investors on or about 12 November 2020.
The Company will announce the result of the Private Placement, the number of shares allocated in the Private Placement and the subscription price in the Private Placement through a stock exchange announcement expected to be published before opening of trading on Oslo Børs, tomorrow, 12 November 2020.
The Offer Shares allocated in Tranche 1 are expected to be delivered to investors on or about 16 November 2020, and the Offer Shares allocated in Tranche 2 are expected to be delivered to investors on or about 4 December 2020. Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Company, the Managers and certain shareholders (the “Share Lenders”) in the Company. The share loan will be settled with (i) new shares in the Company to be resolved issued by the Company’s board of directors (the “Board”) pursuant to an authorisation granted by the Company’s extraordinary general meeting held on 3 August 2020 (Tranche 1) and (ii) new shares in the Company to be issued following, and subject to, approval by an extraordinary general meeting in the Company (the “EGM”) to be held approximately 3 weeks after the Private Placement (Tranche 2). The Offer Shares in Tranche 1 to be redelivered to the Share Lenders will, to the extent exemptions from applicable prospectus requirements are available, be listed and tradable following registration of the share capital increase with the Norwegian Register of Business Enterprises and issuance of such Offer Shares in the VPS, expected on or about 18 November 2020. The remaining Offer Shares in Tranche 1 and the Offer Shares in Tranche 2 to be redelivered to Share Lenders will be issued on a separate ISIN and will not be tradable on the Oslo Stock Exchange until a listing prospectus has been approved by the Financial Supervisory Authority of Norway.
The completion of Tranche 1 is subject to approval by the Board pursuant to an authorisation granted by the Company’s extraordinary general meeting held on 3 August 2020.
The completion of Tranche 2 is subject to the approval of issuance of shares under Tranche 2 by the EGM to be summoned shortly after conditional allocation in Tranche 2 has occurred.
Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares under Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason. Neither the Company nor the Managers 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.
The Board 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 proposed Private Placement is in compliance with these requirements. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity in order to develop the Company and that such equity is raised through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner in the prevailing volatile capital market, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market-based subscription price should therefore be achieved. The Company will also consider carrying out a subsequent offering of new shares towards eligible existing shareholders, who did not participate in the Private Placement.
Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Private Placement.
For information about the Private Placement please contact the Managers:
For further information about the Company, please contact:
CEO Hans Petter Eikeland, Endúr ASA, phone +47 932 08 177
IMPORTANT INFORMATION
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
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.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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