NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Elop AS (“Elop” or the “Company”) has engaged Fearnley Securities AS and Pareto Securities AS as joint lead managers and joint bookrunners (together the “Managers”) to advise on and effect a private placement of new shares in the Company (the “Offer Shares”) to raise gross proceeds of NOK 50 - 100 million (the “Private Placement”). The total number of Offer Shares to be allocated will depend on the final offer price to be determined by the board of directors of the Company (the “Board”), in consulation with the Managers, following an accelerated bookbuilding process.
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The net proceeds from the Private Placement will be applied to investments in sales & marketing, tech delivery & development and CAPEX & NWC as well as for general corporate purposes.
Certain primary insiders (including members of the Company’s management and Board), as well as certain existing shareholders in the Company, have indicated that they will subscribe for an aggregate amount of NOK 24 million in the Private Placement.
Members of the Company’s management and Board will enter into a 6 month customary lock-up with the Managers following the completion of the Private Placement.
The Private Placement is directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the EU Prospectus Regulation, are available.
The bookbuilding period for the Private Placement commences today, 30 September 2021 at 16:30 CEST, and is expected to end on 1 October 2021 at 08:00 CEST. The Company may, in consultation with the Managers, at any time and for any reason at its sole discretion shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Company will announce the final number of Offer Shares placed and the final offer price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on Euronext Growth Oslo tomorrow, 1 October 2021. The allocation will be made at the discretion of the Board in consultation with the Managers after the expiry of the bookbuilding period.
The Offer Shares allocated in the Private Placement will be settled through a delivery-versus-payment transaction on a T+2 basis, by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo made available to Pareto Securities AS (acting as settlement agent on behalf of the Managers) by Gimle Invest AS, Melandsø Invest AS, Middelborg Invest AS, Tigerstaden Invest AS, Tigerstaden Marine AS and Zono Invest AS pursuant to a share lending agreement. The Offer Shares subscribed in the Private Placement will thus be tradable upon notification of allocation, expected to be on or about 1 October 2021. The settlement date in the Private Placement is expected to be on or about 5 October 2021. Pareto Securities AS will settle the share loan with new shares in the Company to be issued by the Board pursuant to an authorisation granted by the annual general meeting held on 21 April 2021 (the “Authorisation”).
Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to approve the Private Placement and issue the Offer Shares pursuant to the Authorisation, and (ii) payment being received for the Offer Shares. The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to settlement.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the expected limited dilution effects of the transaction, is in the common interest of the shareholders of the Company.
The Company may, however, subject to completion of the Private Placement and certain other conditions, resolve to carry out a subsequent repair offering of new shares at the offer price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 30 September 2021 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding 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.
Please see attached an updated Company presentation.
Fearnley Securities AS and Pareto Securities AS act as joint lead managers and joint bookrunners in the Private Placement. Advokatfirmaet Grette AS acts as legal counsel to the Company, and Wikborg Rein Advokatfirma AS acts as legal counsel to the Managers.
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For further information, please contact:
Media
Øivind Horpestad, Executive Chairman of Elop, tel: +47 910 00 626
Investors
Kim Boman, CFO of Elop, tel: +47 959 63 912
About Elop
Elop is a Norwegian holding company with two operating subsidiaries. Elop Technology develops tools and digital solutions to inspect, monitor and manage infrastructure worldwide using patented ultrasound technology. Through data-driven and AI-based solutions for inspection and predictive maintenance of concrete infrastructure, the vision is to provide asset owners with solutions that improve safety, extend asset lifetime, minimise total lifecycle cost and environmental footprint. Simplifai offers automation solutions using artificial intelligence.
This information is such that Elop is required to disclose in accordance with the EU Market Abuse Regulation. This announcement was published by Kim Boman, CFO, Elop AS, on 30 September 2021 at 16:30 CEST.
Important information:
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. 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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 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 (EU) 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.
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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements 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 forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their 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 its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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