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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 by Nordic Unmanned ASA (the
“Company”) (ticker: NUMND) on 14 May 2024 regarding the announcement of a term
sheet on financial restructuring and a private placement (the “Private
Placement”) directed towards Tjelta Eiendom AS (“Tjelta Eiendom”) of 470,000,000
new shares in the Company at a subscription price of NOK 0.05 per share,
followed by an underwritten subsequent repair offering of 470,000,000 new shares
(the “Offer Shares”) in the Company with pro rata preferential subscription
rights for eligible shareholders in the Company other than Tjelta Eiendom (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.paretosec.com/transactions - http://www.paretosec.com/transactions prior to
the commencement of the Subscription Period (as defined below) and is expected
to be published on or about 24 June 2024.
THE SUBSEQUENT OFFERING
The Subsequent Offering comprises the issue of 470,000,000 Offer Shares in the
Company, each with a nominal value of NOK 0.01 at a subscription price of NOK
0.05 per Offer Share, which is equal to the subscription price in the Private
Placement. The Subsequent Offering will result in NOK 23.5 million in gross
proceeds. The Subsequent Offering is subject to completion of a share capital
decrease resolved by the Company’s Extraordinary General Meeting on 11 June
2024, reducing the nominal value per share from 0.35 to 0.01,
The Subsequent Offering is directed towards shareholders in the Company as of
14 May 2024 (as registered in the Norwegian Central Securities Depository (the
“VPS”) two trading days thereafter, on 16 May 2024 (the ?Record Date?)) 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”).
Each Eligible Shareholder will receive 4.745249 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 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 also be permitted.
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
Company’s Board of Directors reserves the right to allocate c) at their sole
discretion (in consultation with the Manager (as defined below)).
d) Unallocated shares following c) shall be allocated to Tjelta Eiendom as
underwriter of the Subsequent Offering.
The subscription period will commence on 24 June 2024 at 09:00 hours Central
European Summer Time (?CEST?) and end on 5 July 2024 at 16:30 hours (CEST) (the
?Subscription Period?).
In order to subscribe for the Offer Shares, the Manager 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 made available by the
Manager on or about 8 July 2024. The due date for payment of the Offer Shares is
on 10 July 2024 (the “Payment Date”).
The completion of the Subsequent Offering is subject to (i) completion of the
share capital reduction, the private placement and the debt conversion resolved
by and extraordinary general meeting on 11 June 2024; (ii) completion of all
conditions precedent for the amendments of the Company’s debt facilities as part
of the restructuring announced on 14 May 2024; (iii) due payment of the Offer
Shares by the subscribers, (iv) registration of the share capital increase
pertaining to the Subsequent Offering with the NRBE, and (v) delivery of the
Offer Shares to the subscribers in the VPS.
Eligible Shareholders should note that although the Payment Date is 10 July
2024, the earliest possible date for delivery of the shares is on or about 29
July 2024, and that there can be no guarantee that delivery of shares will not
be postponed beyond such date, if the conditions for the Subsequent Offering are
not fulfilled at such time.
The Company will make adequate announcements relating to both commencement and
final day of the Subscription Period.
ADVISORS
Pareto Securities AS (the “Manager”) acts as manager in the Subsequent Offering.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
DISCLOSURE REGULATION
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 Manager 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 Manager nor any of
their respective affiliates accepts any liability arising from the use of this
announcement.
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/
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847587/18152808/4681/Download%20announce
ment%20as%20PDF.pdf
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