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- Correction relates to the gross proceeds of the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement published on 7 December
2022 by Nordic Unmanned ASA (“Nordic Unmanned” or the “Company”) (ticker: NUMND)
regarding a contemplated private placement of new ordinary shares in the Company
each with a nominal value of NOK 1 (the “Offer Shares”) for gross proceeds of
NOK 50-70 million (the “Offer Size”), subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements (the
“Private Placement”).
The Company is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 11,666,666 new shares in the
Company at a price of NOK 6 per share, for gross proceeds of approximately NOK
70 million. The Private Placement was well covered.
The net proceeds to the Company from the Private Placement will be used for
investments in assets, equipment and maintenance packages for certain contracts,
working capital needs until full contract production in mid-2023 and to reduce
short-term debt.
Completion of the Private Placement (by issue and delivery of Offer Shares to
investors) is subject to (i) an extraordinary general meeting (the “EGM”) in the
Company resolving to approve the Private Placement and issue the Offer Shares,
(ii) the Pre-Payment Agreement (as defined below) remaining unmodified and in
full force and effect, and (iii) the share capital increase pertaining to the
issuance of the allocated Offer Shares being validly registered with the
Norwegian Register of Business Enterprises (“NRBE”) and the allocated Offer
Shares being validly issued and registered in the Norwegian Central Securities
Depository, Euronext Securities Oslo (“VPS”) - (jointly the “Conditions”). The
EGM will be called for as soon as possible, and is expected to be held on or
about 22 December 2022.
The Private Placement will be cancelled if the Conditions are not met. Neither
the Managers nor the Company will be liable for any losses if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The Offer Shares are expected to be pre-paid by the Managers pursuant to a
pre-payment agreement (the “Pre-Payment Agreement”) expected to be entered into
between the Company and the Managers, in order to facilitate prompt registration
of the share capital increase pertaining to the issue of Offer Shares in the
NRBE and delivery-versus-payment (DVP) settlement with investors. The Offer
Shares allocated in the Private Placement will be tradable on Euronext Growth
Oslo when the new share capital relating to the Private Placement has been
registered with the NRBE and the Offer Shares have been registered by the VPS,
expected on or about 23 December 2022, subject to the Conditions having been
met. Payment and delivery date is expected on or about 28 December 2022, subject
to the Conditions having been met. Conditional upon the Private Placement being
completed, the Company will have 42,463,845 shares issued and outstanding
following registration of the share capital increase pertaining to the Private
Placement with the NRBE, each with a par value of NOK 1.
The Company 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 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, which the Company
will utilise for the purposes of investments in assets, equipment and
maintenance packages for certain contracts, working capital needs until full
contract production in mid-2023 and to reduce short-term debt, is in the common
interest of the shareholders of the Company. When reaching this conclusion, the
Board also emphasized that it will consider to carry out the Subsequent Offering
(as defined below), as further described below, depending on, amongst other
things, the development in the market price of the Company’s shares following
settlement of the Private Placement.
The Company will consider, subject to completion of the Private Placement and
certain other conditions, to carry out a subsequent repair offering of up to
11,666,666 new shares at a price equal to the final Offer Price in the Private
Placement, with gross proceeds of up to approximately NOK 70 million (the
“Subsequent Offering”). Due to its size, the Subsequent Offering will be
conditional upon, inter alia, the EGM in the Company resolving to grant the
Board with an authorisation to carry out the Subsequent Offering. The Subsequent
Offering, if carried out, will, subject to applicable securities law, be
directed towards existing shareholders in the Company as of 7 December 2022 (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 offer would be unlawful or would (in jurisdictions other than Norway)
require any prospectus, filing, registration or other similar action. The
potential Subsequent Offering will be subject to, among other things, approval
by the Board. Launch of a Subsequent Offering, if carried out, may also be
contingent on publishing of a prospectus.
Skaulen AS (100% owned by the Company’s CEO, Knut Roar Wiig) has in connection
with the Private Placement (and contingent upon successfully completing the
Private Placement) agreed to sell 783,338 existing shares worth approximately
NOK 4.7 million to companies controlled by certain Primary Insiders (including
Jelsa Investering AS, Helgø Investering AS, EAAH Invest AS, Ålgård Holding AS
and Wallcross AS) at a price equal to the final Offer Price in the Private
Placement. The reason for the sale is to fully settle a share financing
agreement with a financial institution. 100% of the proceeds from the sale will
be used towards this purpose.
The Company and the members of the Company’s management and Board have agreed to
a 6 month lock-up, subject to customary exemptions, exception for Skaulen AS in
connection with the share transaction between primary insiders described below,
and an exemption to carry out a Subsequent Offering.
A stock exchange release on transactions carried out by persons discharging
managerial responsibilities and close associates in accordance with the EU
Market Abuse Regulation will be published separately.
ADVISORS
Pareto Securities AS and SpareBank 1 Markets AS have acted as Joint Lead
Managers and Joint Bookrunners for the Private Placement. Advokatfirmaet Schjødt
AS is acting as legal counsel to the Company in connection with the Private
Placement, and Advokatfirmaet Grette AS is acting as legal counsel to the
Managers in connection with the Private Placement.
CONTACTS
ABOUT NORDIC UNMANNED
Nordic Unmanned is the leading European operator and service provider of
high-end drones and data capture, supporting governments and industrials with
own and third-party IP.
Founded in 2014, the Group has offices in Sandnes, Molde, Odense (DK), Cranfield
(UK), Hasselt (BE), Arnsberg (GER) and Baltimore (US) and has become one of the
leading providers of unmanned systems and services, with operations across
Europe. Nordic Unmanned has one of the world’s most comprehensive permits to fly
beyond visual line of sight (BVLOS), through the EASA approved Light UAS
operator Certificate (LUC). The Group owns proprietary technology and is OEM for
the drone products Staaker, AirRobot and DroneMatrix, in addition to being a
distributor of unmanned aerial systems produced by Lockheed Martin, Textron and
Sky-Hero. Its subsidiary Ecoxy is a Nordic leader in measurement, reporting and
verification of maritime and industrial emissions. Group companies are ISO
9001-2015 and AS9100 certified for the operation, maintenance, sale, design,
development, and production of unmanned systems and sensor technology.
For more information visit - https://nordicunmanned.com/
IMPORTANT NOTICE
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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 or their
securities 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 EEA 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 2017/1129 as amended together with any
applicable implementing measures in any EEA 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 believes that these assumptions were
reasonable when made, the 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 the
Company’s control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, 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
forward-looking statements. The Company does not provide any guarantees 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 any 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 its affiliates make any representation as to the
accuracy or completeness of this announcement and none of them accept 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 in the Company.
Neither the Managers nor any of its affiliates accept any liability arising from
the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.
DISCLOSURE
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 Trond Østerhus, CFO at
Nordic Unmanned ASA on 7 December 2022, at the time set out above.
ORIGINAL RELEASE
Nordic Unmanned - Private placement successfully placed -
Strong letting, proposing semi-annual dividend of 2.40 per share | Entra ASA
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