Reference is made to the stock exchange announcement by Endúr ASA (“Endúr” or the “Company”) on 19 October 2020 regarding the entering into of a share purchase agreement for the acquisition of 100% of the outstanding shares in BMO Entreprenør AS (“BMO”) (the “Transaction”) and to the stock exchange announcement of 11 November 2020 regarding the contemplated private placement where it is also set out that certain shareholders will convert shareholder loans of NOK 25,000,000 into shares in the Company. Reference is further made to the stock exchange announcement on 4 December 2020 regarding the Company’s extraordinary general meeting (the “EGM”).
The Company is pleased to announce that the Transaction has successfully been completed. As set out in the stock exchange announcement of 19 October 2020, the purchase price have been settled by NOK 156,800,000 in consideration shares in Endúr at a subscription price of NOK 1,459 per share (the “Consideration Shares”), NOK 110,000,000 in a seller’s credit issued by Bever Holding AS, and NOK 181,100,000 as cash. The board of directors of Endúr has decided to settle the seller’s credit of NOK 110,000,000 in its entirety on closing through a credit facility granted by SR Bank.
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Further, it has also been resolved to establish a share option program of total 12,500,000 shares for key employees of BMO. 50 % of the share options can be vested subject to certain conditions in the period between 30 June 2021 and 30 June 2022 and 50 % can be vested in the period between 30 June 2022 to 30 June 2023. The share options cannot be transferred. The strike price for each Endúr share under the share options is NOK 1.20.
The board of directors of Endúr has today, 17 December 2020, pursuant to a board authorization granted by the EGM, resolved to increase the Company’s share capital by two separate resolutions. Firstly, to increase the Company’s share capital with NOK 1,074,708.70 by the issuance of 107,470,870 new shares. Secondly, to increase the Company’s share capital with NOK 208,333.32 by the issuance 20,833,332 new shares.
The first aforementioned resolution relates to the 107,470,870 Consideration Shares issued as partly consideration in the Transaction. The receivers of the Consideration Shares are granted shareholder rights from the closing of the Transaction. The registration of the related share capital increase in the Norwegian Register of Business Enterprises, is expected on or about 18 December 2020, and the Consideration Shares will be listed and tradable on Oslo Børs following publication of a prospectus expected to be approved by the Financial Supervisory Authority of Norway (the “Norwegian FSA”) on or about 22 December 2020 (the “Prospectus”). The Consideration Shares are subject to certain lock-up restrictions as described in the stock exchange announcement of 19 October 2020.
The second aforementioned resolution relates to the issuance of 20,833,332 new shares, at a price of NOK 1.20 per share, against contribution in kind by way of conversion of the following shareholder loans (the “Conversion Shares”):
• 6,944,444 Conversion Shares are resolved to be issued to Middelborg Invest AS against the conversion of a shareholder loan of NOK 8,333,333;
• 6,944,444 Conversion Shares are resolved to be issued to Songa Investments AS against the conversion of a shareholder loan of NOK 8,333,333; and
• 6,944,444 Conversion Shares are resolved to be issued to Tigerstaden Marine AS against the conversion of a shareholder loan of NOK 8,333,333.
The Conversion Shares are expected to be delivered to the relevant shareholder following registration of the related share capital increase in the Norwegian Register of Business Enterprises, expected on or about 18 December 2020, and will be listed and tradable on Oslo Børs following publication of the Prospectus.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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