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11 February 2025 – Reference is made to the stock exchange announcements made by Endúr ASA (“Endúr” or the “Company”) on 10 February 2025 regarding Endúr’s contemplated acquisitions of 100% of the shares in Total Betong AS, Igang Totalentreprenør AS, and Habto Holding AS, including 100% of the shares in HAB Construction AS and between 51% and 100% of the shares in ProPoint Survey AS (jointly, the “Totalbetong Acquisitions”), and a contemplated partly underwritten private placement of new shares in the Company (the “Private Placement”).
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Endúr is pleased to announce that the Private Placement has been successfully placed, with a conditional allocation of 4,861,111 shares (“Offer Shares”) at a fixed subscription price of NOK 72.00 per Offer Share (the “Offer Price”), raising gross proceeds to the Company of NOK ~350 million. In accordance with the announcement of the Private Placement, Kverva Finans AS (“Kverva”) has been conditionally allocated 3,472,223 Offer Shares, equivalent to NOK ~250 million. As such, other investors in the Private Placement have been conditionally allocated 1,388,888 Offer Shares, equivalent to NOK ~100 million (the “Available Offer Shares”). The Private Placement attracted strong interest and the Available Offer Shares were more than ten times oversubscribed.
The net proceeds to the Company from the Private Placement will be used to partly finance the cash settlement of the consideration for the Totalbetong Acquisitions, short-term net working capital needs, general corporate purposes and a buffer.
Arctic Securities AS and Danske Bank, Norwegian branch, acted as joint bookrunners in the Private Placement (together, the “Managers”).
Timeline and settlement
Notification of conditional allocation of Offer Shares and payment instructions are expected to be issued by the Managers on 11 February 2025.
The issuance of Offer Shares and the Underwriting Shares (as defined below) is subject to approval by an extraordinary general meeting of the Company expected to be held on or about 4 March 2025 (the “EGM”). The Board will also propose that the EGM resolves to increase the share capital following the exercise of a total of 215,500 share options by certain members of the Company’s board of directors (the “Board”) and other employees on 10 February 2025 (110,500 options with a strike price of NOK 41.25 and 105,000 options with a strike price of NOK 44.88) (jointly, the “Incentive Shares”).
The Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment (DVP) basis on or about 6 March 2025, subject to fulfilment of the Conditions (see below), by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs pursuant to a share lending agreement entered into between the Company, the Managers, and Artec Holding AS as share lender on 10 February 2025 (the “Share Lending Agreement”). The Offer Shares allocated are expected to be tradable on Euronext Oslo Børs on or about 4 March 2025. The Managers will settle the share loan under the Share Lending Agreement with new shares in the Company to be issued by the EGM.
Following registration of the share capital increases pertaining to the issuance of the Offer Shares, the Underwriting Shares, and the Incentive Shares, the Company’s share capital will be NOK 21,489,663.50, divided into 42,979,327 shares, each with a nominal value of NOK 0.50 (prior to the issuance of the consideration shares in the Totalbetong Acquisitions).
Conditional allocations of Offer Shares and issuance of Underwriting Shares
Kverva, and the following primary insiders of Endúr and close associates have been allocated Offer Shares at the Offer Price in the Private Placement as follows:
– Kverva has conditionally been allocated 3,472,223 Offer Shares (NOK ~250 million) in the Private Placement and will further be issued 125,000 new shares pursuant to the subscription and underwriting agreement dated 10 February 2025 (the “SUWA”) as settlement of its entitlement to underwriting commission (the “Underwriting Shares”), subject to approval by the EGM. Conditional on completion of the Private Placement, Kverva has also agreed to acquire a total of 694,445 shares from Artec Holding AS and Bever Holding AS at the Offer Price, which will result in Kverva holding 4,291,668 shares, equivalent to ~9.99% of the shares and votes in Endúr (prior to the issuance of the consideration shares in the Totalbetong Acquisitions);
– Artec Holding AS, close associate of Bjørn Finnøy (Board member), has conditionally been allocated 340,542 Offer Shares (NOK ~24.52 million);
– Poca Invest AS, close associate of Pål Reiulf Olsen (chair of the Board), has conditionally been allocated 5,939 Offer Shares (NOK ~0.43 million);
– Jostein Devold (Board member) has conditionally been allocated 258 Offer Shares (NOK ~0.02 million);
– Skjæggestad Invest AS, close associate of Pål Skjæggestad (deputy Board member), has conditionally been allocated 1,378 Offer Shares (NOK ~0.10 million);
– Raabjørn AS, close associate of Jeppe Raaholt (CEO), has conditionally been allocated 3,472 Offer Shares (NOK ~0.25 million); and
– Red Devil Holding AS, close associate of Einar Olsen (CFO), has conditionally been allocated 2,580 Offer Shares (NOK ~0.19 million).
Conditions for completion of the Private Placement
The completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all corporate resolutions required to implement the Private Placement being validly made, including the EGM resolving to issue the Offer Shares and the Underwriting Shares or authorising the Company’s board of directors (the “Board”) to do so, (ii) the SUWA remaining in full force and effect, (iii) the Share Lending Agreement remaining in full force and effect, and (iv) the agreements for the Totalbetong Acquisitions remaining in full force and effect (jointly, the “Conditions”). The applicants acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled, and that the completion of the Totalbetong Acquisitions is not a Condition for completion of the Private Placement.
Shareholders representing in aggregate ~60.5% of the shares and votes in Endúr, have undertaken to vote in favour of the resolutions at the EGM, including the issuance of the Offer Shares and the Underwriting Shares.
Potential subsequent offering and equal treatment considerations
The Private Placement represents a deviation from the shareholders’ preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act, and the rules and guidelines on equal treatment under Oslo Rule Book II for companies listed on Euronext Oslo Børs. The Board is of the opinion that the Private Placement is in compliance with these requirements and guidelines. The issuance of the Offer Shares is carried out as a private placement to inter alia partly fund the cash settlement of the consideration for the Totalbetong Acquisitions. By structuring the equity raise as a private placement (with a potential Subsequent Offering, as defined below), the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price within the timeline for the Totalbetong Acquisitions. The Board notes that the Offer Price represents a 4.6% premium to the 30 trading days volume weighted average price (VWAP) of the Company’s shares on Euronext Oslo Børs to and including 7 February 2025, and a 1.4% discount to the Company’s closing share price on 7 February 2025 (the last trading day prior to the announcement of the Totalbetong Acquisitions and the contemplated Private Placement). In addition, the Company received pre-commitments and the underwriting commitment from Kverva reducing transaction risk. On the basis of the above, and taking into account the potential Subsequent Offering (see below), the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.
To mitigate the dilution of existing shareholders, the Board intends to carry out a subsequent offering of up to 555,555 new shares in the Company (equal to NOK ~40 million) at the Offer Price (the “Subsequent Offering”). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 10 February 2025 (as registered in the VPS two trading days thereafter), 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 or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
The Subsequent Offering is subject to (i) completion of the Private Placement (including approval by the EGM), (ii) necessary corporate approvals including the Board resolving to issue shares in the Subsequent Offering based on an authorisation to be granted by the EGM, (iii) approval and publication of a prospectus, and (iv) the prevailing market price of the Company’s shares together with the corresponding trading volume following the Private Placement. The Board may decide that the Subsequent Offering shall not be carried out if the Company’s shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.
Advisors
Arctic Securities AS and Danske Bank, Norwegian branch, are acting as Managers and Wikborg Rein Advokatfirma AS is acting as legal counsel to Endúr in connection with the Private Placement.
(ENDS)
For further information, please contact:
Media
Jeppe Raaholt, CEO of Endúr, tel: +47 976 69 759
Investors
Einar Olsen, CFO of Endúr, tel: +47 924 01 787
About Endúr ASA
Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance projects and services for marine infrastructure, including facilities for land-based aquaculture, quays, harbours, dams, bridges and other specialized concrete and steel projects. The company and its subsidiaries also offer a wide range of other specialised project and marine services. Endúr ASA is headquartered in Lysaker, Norway. See www.endur.no.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Einar Olsen (CFO), at the date and time as set out above.
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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.
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 Private Placement 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 herein will be made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. “EU Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who 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) 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 communication 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.
This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this communication 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. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group’s services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. 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 communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its 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 make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or 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.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Kilde
