4 March 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 on 11 February 2025 regarding the successful placement and conditional allocation of 4,861,111 new shares in Endúr (the “Offer Shares”), at a subscription price of NOK 72.00 per Offer Share (the “Offer Price”) raising gross proceeds of NOK ~350 million (the “Private Placement”), with the assistance of Arctic Securities AS and Danske Bank, Norwegian branch (together, the “Managers”).
Reference is further made to the Company’s announcement earlier today regarding the resolutions by the extraordinary general meeting of Endúr to inter alia issue (i) the Offer Shares, (ii) 125,000 new shares to Kverva Finans AS (“Kverva”) as settlement of its entitlement to underwriting commission pursuant to the subscription and underwriting agreement entered into with Endúr on 10 February 2025 (the “Underwriting Shares”), and (iii) 215,500 new shares following the exercise of share options by certain members of the Endúr’s board of directors (the “Board”) and other employees on 10 February 2025 (the “Incentive Shares”). The share capital increases pertaining to the issuance of the Offer Shares, the Underwriting Shares, and the Incentive Shares, are together referred to as the “Share Capital Increases”.
…
Vis børsmeldingen
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, close associate of Børge Klungerbo (Board member), has been allocated 3,472,223 Offer Shares and been issued 125,000 Underwriting Shares. Furthermore, as announced on 10 February 2025, Kverva has agreed to acquire 527,778 existing shares from Artec Holding AS, and 166,667 existing shares from Bever Holding AS at the Offer Price (together, “Share Sale”), 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). Consequently, Kverva has crossed above the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act. Kverva is 100% owned by Kverva AS and is ultimately controlled by Gustav Witzøe. Kverva does not have any rights to further shares or votes in the Company;
– Poca Invest AS, close associate of Pål Reiulf Olsen (chair of the Board), has been allocated 5,939 Offer Shares;
– Jostein Devold (deputy Board member) has been allocated 258 Offer Shares;
– Raabjørn AS, close associate of Jeppe Raaholt (CEO), has been allocated 3,472 Offer Shares;
– Red Devil Holding AS, close associate of Einar Olsen (CFO), has been allocated 2,580 Offer Shares; and
– Artec Holding AS, close associate of Bjørn Finnøy (Board member), has been allocated 340,542 Offer Shares and agreed to sell 527,778 shares to Kverva as part of the Share Sale (see above).
Furthermore, to facilitate delivery-versus-payment (“DVP”) settlement of the Offer Shares allocated to investors in the Private Placement, Artec Holding AS has lent a total of 4,861,111 existing and unencumbered shares in Endúr already admitted to trading on Euronext Oslo Børs to Arctic Securities AS, acting as settlement agent on behalf of the Managers, pursuant to a share lending agreement.
Prior to the Share Capital Increases and the Share Sale, Artec Holding AS held 6,598,313 shares in the Company (representing ~17.47% of the issued shares and votes). Following the registration of the Share Capital Increases and completion of the Share Sale, Artec Holding AS will hold 6,411,077 shares in Endúr (representing ~14.92% of the issued shares and votes). Furthermore, due to the share loan, Artec Holding AS will temporarily reduce its shareholding to 1,549,966 shares, equivalent to ~3.61% of the issued shares and votes following registration of the Share Capital Increases. Consequently, Artec Holding AS has fallen below the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act. Artec Holding AS is not ultimately controlled by any natural person or legal entity and has no rights to further shares or votes in the Company.
See the enclosed forms for further details about the transactions.
Following registration of the Share Capital Increases, Endúr’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).
For more information about the Totalbetong Acquisitions, the Private Placement, and the exercise of share options pertaining to the issuance of the Incentive Shares, please refer to Endúr’s stock exchange announcements of 10 and 11 February 2025.
(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 http://www.endur.no.
This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and sections 4-2 and 5-12 of the Norwegian Securities Trading Act.
Kilde
