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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.
Nordic Unmanned ASA (“Nordic Unmanned” or the “Company”) announces that it has
entered into a term sheet with its secured bank lenders (the “Lenders”) and its
main shareholder (50.24% of the Company’s outstanding shares) Tjelta Eiendom AS
(“Tjelta Eiendom”), on a partial conversion to equity of its existing secured
debt obligations, revised terms for the remaining secured debt obligations, new
short term liquidity and a capital raise structured as a private placement with
an underwritten subsequent repair offering. The parties have entered into a term
sheet setting out the main terms of the solution, subject to certain conditions,
including final documentation and agreements with certain third parties as
further described below, and approval by a general meeting of the Company (the
“General Meeting”). The Company will in the near future issue a notice for such
General Meeting. Tjelta Eiendom has undertaken to vote in favour of the Private
Placement and the Subsequent Offering at the General Meeting.
In order to facilitate an agreement with the Lenders, Tjelta Eiendom has agreed
to provide NOK 23,500,000 in a private placement of 470,000,000 new shares in
the Company at a subscription price of NOK 0.05 per share (the “Private
Placement”), and to guarantee the full subscription of a NOK 23,500,000
subsequent repair offering of 470,000,000 new shares in the Company at the same
subscription price as in the Private Placement with pro rata preferential
subscription rights for eligible shareholders in the Company other than Tjelta
Eiendom, as further described below (the “Subsequent Offering”).
Background
Reference is made to the CEO letter in the Q4 2023 report, where 2024 is defined
as a bridge year with a board approved turnaround plan, supported by a capital
plan. Despite the strengths, efforts, and historic achievements of Nordic
Unmanned, there is an ongoing focus on improvements to ensure a lighter balance
sheet and profitability as well as addressing the seasonal, asymmetric, negative
cashflow and lack of sufficient volume. The Company started the turnaround in Q3
2023, improving operational efficiency, further developing the business models
and market approach, optimizing partnering models and reducing future capital
expenditures.
The Company has since late last autumn been subject to delays and timing
differences in operations and deliveries and consequent impact on cash flows in
the Flight Services and AirRobot segments. Such delays have led to an instant
liquidity squeeze. The AirRobot segment has also recently seen a delay in the
deliveries to a UK client, and the Company’s current assessment is that this
postponement may lead to some additional temporary payment delays. The balance
sheet is also overleveraged and undercapitalized compared to the underlying
business model and cashflow.
On the other hand, there are multiple opportunities for tendering for all
business segments. AirRobot is expected to gain the certification of the AR-100H
from the German Military Aviation Authority and start delivering the AR-100H to
Bundeswehr in Q2 2024. DroneMatrix is further pursuing defense and security
contracts with its Drone in a Box system.
The use of drones and related services as an enabling technology for actionable
data gathering for a safer future. In order to benefit from that, the Company
will build on the strengths of Nordic Unmanned and ensure control, have the
right position and focus, make the right priorities and consequently take the
right actions to be better placed for the future. The Company does, however,
need time, room and financial flexibility to execute on activities identified in
the turnaround plan, while simultaneously working on the capital plan and
ensuring safe and efficient operations.
The combination of additional capital and less debt leads to a stronger balance
sheet and somewhat better flexibility to support the Company through the
seasonality and lumpiness of the activity in the industry and thus the
transition.
With reference to the above, the turnaround and capital plan, the Company
believes that the agreed term sheet with the Lenders and Tjelta Eiendom
represents the best available solution for the Company under the circumstances.
The key terms of the terms agreed with the Lenders and Tjelta Eiendom are as
follows:
- The Company shall raise new equity through share issues with aggregate gross
proceeds of at least NOK 47,000,000. The Company will in this respect propose
to the General Meeting that the Company raises NOK 23,500,000 from Tjelta
Eiendom in the Private Placement and NOK 23,500,000 in the Subsequent
Offering, fully underwritten by Tjelta Eiendom, in both cases at a
subscription price of NOK 0.05 per share.
- Of the EUR 12,269,613 current outstanding principal of the Company’s term
loan facility with the Lenders (the “Term Loan Facility”), an amount of EUR
5,172,414 (being the approximate EUR equivalent of NOK 60 million as of the
date hereof) shall be converted to shares in the Company at a conversion
price of NOK 0.10 per share. The outstanding principal of the Term Loan
Facility following the conversion will amount to EUR 7,097,199.
- The first interest payment of the Term Loan Facility is postponed until 30
June 2025, with quarterly interest payments following first interest payment.
- The existing bridge loan of EUR 2,000,000 with the Lenders (the “Bridge
Loan”) shall remain in force until the end of August 2024, and Tjelta
Eiendom’s guarantee towards the Lenders shall be extended beyond August 2024
until the Bridge Loan have been paid, if not paid in August 2024.
- Pre-agreed sharing of net proceeds with the Lenders in case of sale of
assets.
Conditionality
The transactions and amendments described above, will be subject to various
conditions outside the Company’s control, including but not limited to:
- Approval by the General Meeting; and
- Certain consents and concessions from contractual parties and lenders of the
Company.
As the subscription and conversion prices set out above are lower than the
Company’s current par value per share of NOK 0.35, the Private Placement, the
Subsequent Offering and thereby the transactions and amendments set out above,
will also be conditional upon the General Meeting resolving to reduce the par
value of the shares in the Company to a level equal to or lower than NOK 0.05
per shares, and the subsequent completion of such share capital reduction
following a six week creditor notice period after the General Meeting. Such
proposal will be included in the notice of the General Meeting.
New immediate liquidity
The Company has been granted and paid a new liquidity loan by the Lenders (the
“Liquidity Loan”) of EUR 2 million, backed by a cash deposit from Tjelta
Eiendom. In addition, Tjelta Eiendom has granted the Company an additional
liquidity loan (the “Additional Liquidity Loan”) of EUR 1 million if and when
needed. To the extent the Additional Liquidity Loan is not repaid by the
Company, Tjelta Eiendom shall have the right to require a conversion of the
outstanding amount to shares in the Company at a conversion price of NOK 0.05
per share. Correspondingly, Tjelta Eiendom’s recourse claims against the Company
in the event of default of the Bridge Loan or the Liquidity Loan and exercise of
Tjelta Eiendom’s guarantee shall be made convertible to shares in the Company at
a subscription price of NOK 0.05 per share. The Company expects to repay these
liquidity loans in accordance with their terms, so that these default provisions
will not take effect.
Lock-ups
The shares held by Tjelta Eiendom following the Private Placement, the
Subsequent Offering, and any subsequent conversions into shares, shall be
subject to a lock-up period of six months following the completion of the
Lenders’ conversion, during which Tjelta Eiendom shall not sell its shares
without the prior written approval of the Company and the Lenders.
The shares held by the Lenders following the conversion of parts of the Term
Loan Facility shall be subject to a lock-up period of six months following the
completion of the conversion, during which the Lenders shall not sell its shares
without the prior written approval of the Company and Tjelta Eiendom.
Subsequent Offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the Euronext Growth Rule
Book Part II and Oslo Børs’ circular no. 2/2014, and the board of directors 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, is in the common interest of the
shareholders of the Company.
The Company will, subject to completion of the Private Placement and certain
other conditions, carry out the Subsequent Offering with gross proceeds of up to
NOK 23,500,000, which is equivalent to 470,000,000 new shares, at a subscription
price of NOK 0.05 per share, which is equal to the subscription price in the
Private Placement. The Subsequent Offering will be fully underwritten by Tjelta
Eiendom, securing the Company’s receipt of the full amount of the Subsequent
Offering. Tjelta Eiendom has not demanded an underwriting commission for such
underwriting.
The Subsequent Offering will primarily, subject to applicable securities law, be
directed towards existing shareholders in the Company as of 14 May 2024 (as
registered in the VPS two trading days thereafter), who (i) were not allocated
Offer Shares in the Private Placement, and (ii) 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 “Eligible Shareholders”). These Eligible Shareholders will receive
non-transferable subscription rights in the Subsequent Offering.
Oversubscription with subscription rights will be allowed. Subscription without
subscription rights from investors other than the Eligible Shareholders will
also be allowed.
The allocation hierarchy in the Subsequent Offering will be as follows:
a) Shares shall be allocated to Eligible Shareholders who have subscribed with
subscription rights.
b) Unallocated shares following a) shall be allocated to Eligible Shareholders
who have over-subscribed with subscription rights (on a pro rata basis).
c) Unallocated shares following b) shall be allocated to investors other than
the Eligible Shareholders who have subscribed without subscription rights (the
board reserves the right to allocate c) at their sole discretion (in
consultation with the Manager)).
d) Unallocated shares following c) shall be allocated to Tjelta Eiendom as
underwriter of the Subsequent Offering.
The Subsequent Offering is subject to approval by the General Meeting. Launch of
a Subsequent Offering will also be contingent on publishing a prospectus.
Completion of the Subsequent Offering will be conditional upon the completion of
the Private Placement and the share capital reduction mentioned above.
Advisors
Pareto Securities AS is acting as financial advisor to the Company as well as
sole manager and sole bookrunner in the Private Placement and the Subsequent
Offering (the “Manager”).
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
DISCLOSURE REGULATION
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 Lars A. Landsnes, CFO on
14 May 2024, at 19:00 CEST
CONTACTS
ABOUT NORDIC UNMANNED
Nordic Unmanned is a leading European manufacturer (OEM) and certified operator
of unmanned aircraft systems (“UAS”).
We are serving large corporations, government agencies and security customers by
offering systems, solutions and flight services for environmentally friendly
delivery of productivity improvements and time critical, actionable data
insights and logistics services.
Our solutions and services are organized in the three business segments as
follows:
Flight Services: is a technology-agnostic flight services operator providing
time-critical actionable data to large corporate and governmental customers. The
segment also includes NUAer AS and Resale.
AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in
lightweight drones and sensors (payloads) tailored for defense and security.
DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and
autonomous drone system with proprietary software for surveillance and security.
Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,
maintenance, and sales of unmanned systems and sensor technology. AirRobot is
ISO 9001:2015 and EN 9100:2018 certified for its development and production
capabilities of unmanned systems.
Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO),
Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also comprise
joint venture - Omni Unmanned SA with OHI Group SA (registered in Luxemburg) and
joint venture - NUAer AS with Aeromon OY (registered in Norway).
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 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 Manager 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 Manager
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.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847587/3105/4465/Download%20announcement
%20as%20PDF.pdf
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