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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 20 June 2024 announcing the submission of a
national prospectus dated 20 June 2024 (the “Prospectus”) and the subsequent
offering (the “Subsequent Offering”) of 470,000,000 new shares (the “Offer
Shares”) in the Company, at a subscription price of NOK 0.05 per share.
The subscription period in the Subsequent Offering expired on 5 July 2024 at
16:30 hours (CEST). By the end of the subscription period, the Company had
received subscriptions for 654,067,971 Offer Shares in the Subsequent Offering.
In accordance with the allocation criteria determined by the Company’s
Extraordinary General Meeting on 11 June 2024 and set out in the Prospectus for
the Subsequent Offering, the Company’s board of directors has approved an
allocation of 316,166,993 Offer Shares based on subscriptions with subscription
rights and an allocation of 153,833,007 Offer Shares based on over-subscriptions
from subscribers with subscription rights, resulting in a total subscription of
the full size of the Subsequent Offering of 470,000,000 Offer Shares. No Offer
Shares were allocated to subscribers without subscription rights and no Offer
Shares were allocated to the underwriter of the Subsequent Offering.
The Company raised NOK 23,500,000 in gross proceeds through the Subsequent
Offering.
Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding amount to be paid by each subscriber will be available via each
subscriber’s VPS account on or about 8 July 2024. The due date for payment of
the Offer Shares is on 10 July 2024.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Subsequent Offering has
been registered with the Norwegian Register of Business Enterprises (the "NRBE
"). The registration of the share capital increase, the date for delivery of the
Offer Shares and the first day of trading of the Offer Shares on Euronext Growth
Oslo are conditional upon, inter alia, the completion of a share capital
reduction resolved by the Company’s extraordinary general meeting held on 11
July 2024. Such completion can only take place after expiry of the six-week
creditor notice period, which will expire on 24 July 2024. Subject to due
payment of the Offer Shares by the subscribers, completion of the six-week
creditor notice period, and fulfilment of all other conditions for the
Subsequent Offering, the share capital increase is expected to be registered
with the NRBE on or about 26 July 2024 and the Offer Shares will thereafter be
delivered to the VPS accounts of the subscribers to whom they are allocated on
or about 29 July 2024. The Offer Shares are in such case expected to be tradable
on Euronext Growth Oslo from and including 29 July 2024.
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
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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/17847587/18176379/4746/Download%20announce
ment%20as%20PDF.pdf
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