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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE
UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcements published by Nordic
Unmanned ASA (the “Company”) (OSE: NUMND) on 7 December 2022 and 8 December 2022
announcing the successfully placed private placement of 11,666,666 new shares in
the Company, raising gross proceeds of approximately NOK 70 million (the
“Private Placement”), and a potential subsequent offering (the “Subsequent
Offering”). Further, reference is made to the Company’s stock exchange
announcement on 20 January 2023 announcing a reduction of the size of the
Subsequent Offering.
The Company has today submitted a national prospectus (the “Prospectus”) for
registration with the Norwegian Register of Business Enterprises (“NRBE”) in
accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the
Financial Supervisory Authority of Norway nor any other public authority has
carried out any form of review, control or approval of the Prospectus. This
Prospectus does not constitute an EEA-prospectus.
The Prospectus will be made available electronically at www.sb1markets.no and
www.paretosec.com prior to the commencement of the Subscription Period (as
defined below), expected to be published on or about 1 February 2023.
THE SUBSEQUENT OFFERING
The Subsequent Offering comprises the issue of up to 8,333,333 new shares (the
“Offer Shares”) in the Company, each with a nominal value of NOK 1, at a
subscription price of NOK 6.00 per share, which is equal to the subscription
price in the Private Placement. Total gross proceeds will amount up to
approximately NOK 50 million, if all the Offer Shares are allocated and issued.
The Subsequent Offering is directed towards shareholders in the Company as of 7
December 2022 (as registered with the VPS on 9 December 2022) (the “Record
Date”), who (i) were not included in the wall-crossing phase of the Private
Placement (iii) were not allocated shares in the Private Placement, and (iii)
are not resident in a jurisdiction where such offer would be illegal or would
(in jurisdictions other than Norway) require the issuance of a prospectus,
registration or other similar action (the “Eligible Shareholders”).
Each Eligible Shareholder will receive 0.511077 non-tradeable subscription
rights (the “Subscription Rights”) for each share held by such Eligible
Shareholder in the Company as of the Record Date, rounded down to the nearest
whole right. Each Subscription Right will, subject to applicable securities
laws, give the preferential right to subscribe for, and be allocated, one (1)
Offer Share in the Subsequent Offering. Over-subscription will be permitted;
however, there can be no assurance that Offer Shares will be allocated for such
subscriptions. Subscription without subscription rights will not be permitted.
The subscription period will commence on or about 1 February 2023 at 09:00 hours
(CET) and end on or about 14 February 2023 at 16:30 hours (CET) (the
“Subscription Period”).
In order to subscribe for shares, the Managers (as defined below) must receive a
complete and duly signed subscription form within the end of the Subscription
Period. Further instructions regarding the subscription procedure are available
in the Prospectus. Subscription Rights that are not used to subscribe for Offer
Shares before the expiry of the Subscription Period will have no value and will
lapse without compensation to the holder.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed on or about
15 February 2023. The due date for payment of the Offer Shares is on or about 20
February 2023 (the “Payment Date”). The Offer Shares are expected to be
delivered to the subscriber’s VPS account on or about 24 February 2023.
The completion of the Subsequent Offering is subject to (i) the Board of
Directors resolving to approve the Subsequent Offering and issue the Offer
Shares, (ii) duly payment of the Offer Shares by the subscribers, (iii)
registration of the share capital increase pertaining to the Subsequent Offering
with the Norwegian Register of Business Enterprises, and (iv) issuance and
delivery of the Offer Shares to the subscribers in the VPS.
The Company will make adequate announcements relating to both commencement and
final day of the Subscription Period.
ADVISORS
Pareto Securities AS and SpareBank 1 Markets AS (the “Managers”) acts as
managers in the Subsequent Offering. Advokatfirmaet Schjødt AS acts as legal
advisor to the Company.
IMPORTANT NOTICES
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 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 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, 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 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 operate, 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 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 the forward-looking statements in this
document.
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 of the Company, the Managers nor any of their respective 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 in the Company. Neither the Company, the Managers nor any of
their respective affiliates accepts any liability arising from the use of this
announcement.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
ABOUT NORDIC UNMANNED
Nordic Unmanned is a global provider of high-end drone and data capture products
and services, has operational experience from many countries across several
continents, and holds industry-leading expertise, Nordic Unmanned supports
governmental and industrial clients in the adaption and deployment of unmanned
systems and services.
Founded in Norway in 2014, the Group has offices in Sandnes (NO), Molde (NO),
Odense (DK), Cranfield (UK), Hasselt (BE), Arnsberg (GER), and Baltimore (US).
Nordic Unmanned has one of the world’s most comprehensive permits to fly beyond
visual line of sight (BVLOS), through its EASA-approved Light UAS operator
Certificate (LUC).
The Group is an Original Equipment Manufacturer (OEM) for the drone product
lines Staaker, AirRobot, and DroneMatrix, and is also world-leading in the
collection of vessel emission data. It is 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/
ATTACHMENTS
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https://kommunikasjon.ntb.no/ir-files/17847587/2062/2748/Download%20announcement
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