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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
10 September 2024: NRC Group ASA (“NRC” or the “Company”) has retained ABG
Sundal Collier ASA and Danske Bank, Norwegian Branch as joint bookrunners and
managers (the “Managers”) to advise on and effect a private placement of new
ordinary shares in the Company (the “Offer Shares”) to raise gross proceeds of
approximately NOK 200 million (the “Private Placement”).
The subscription price per Offer Share in the Private Placement (the
“Subscription Price”) is NOK 2.5 per Offer Share. The net proceeds from the
Private Placement will be used to strengthen the liquidity position, to mitigate
potential impact of ETM and support the new strategic roadmap.
The bookbuilding period in the Private Placement will commence today, 10
September 2024 at 16:30 CEST and close on 11 September 2024 at 08:00 CEST (the
“Bookbuilding Period”). The Company and the Managers reserve the right, at their
sole discretion, to extend or shorten the bookbuilding period at any time and
for any reason on short or without notice. If the Bookbuilding Period is
extended or shortened, the dates referred to herein might be changed
accordingly. Notification of conditional allotment will be sent to applicants by
the Managers on or about 11 September 2024, subject to any shortening or
extensions of the Bookbuilding Period.
VR-Yhtymä Oy, owning 18.3% of the Company’s shares, has pre-committed to
subscribe for Offer Shares for its pro-rata share in the Private Placement.
The following primary insiders have pre-committed to subscribe for Offer Shares
in the Private Placement as follows:
· Anders Gustafsson, CEO, for NOK 1,000,000;
· Åsgeir Nord, CFO, for NOK 300,000
· Rolf Jansson, Chairman of the Board, for NOK 200,000
· Karin Bing Orgland, member of the Board, for NOK 200,000
· Mats Williamson, member of the Board, for NOK 200,000
· Tove Pettersen, member of the Board, for NOK 100,000
· Outi Henriksson, member of the Board, for NOK 100,000
· Heikki Allonen, member of the Board, for NOK 100,000
· Eva Nygren, member of the Board, for NOK 100,000
The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus requirements and other filing requirements
(i) outside the United States (the “US”) in reliance on Regulation S under the
US Securities Act of 1933, as amended, (the “US Securities Act”) and (ii) in the
US only to persons reasonably believed to be “qualified institutional buyers”
(“QIBs”) as defined in Rule 144A under the US Securities Act. Applicable selling
restrictions will apply. The minimum application amount has been set to the NOK
equivalent of EUR 100,000. However, the Company may, at its sole discretion,
offer and allocate Offer Shares for an amount below the NOK equivalent of EUR
100,000 in the Private Placement to the extent applicable exemptions from
prospectus requirements pursuant to applicable regulations, including the
Norwegian Securities Trading Act and Regulation (EU) 2017/1129 and ancillary
regulations, are available.
Allocation of Offer Shares will be made after the expiry of the Bookbuilding
Period, at the sole discretion of the Board, in consultation with the Managers.
Allocation will be based on criteria such as (but not limited to) existing
ownership in the Company, pre-commitments, perceived investor quality,
timeliness of the application, early indication, relative order size, sector
knowledge, investment history and investment horizon. The Board and the Managers
reserve the right, at their sole discretion, to reject and/or reduce any orders,
in whole or in part. The Board and the Managers further reserve the right, at
their sole discretion, to take into account the creditworthiness of any
applicant. There is no guarantee that any potential investor will be allocated
Offer Shares.
Allocated Offer Shares are expected to be settled on or around 7 October 2024
through a delivery versus payment transaction on a T+3 basis. To facilitate
swift settlement of Offer Shares in the Private Placement, a customary pre
-funding agreement has been entered into between the Company and the Managers
(the “Pre-Funding Agreement”).
Completion of the Private Placement is subject to: (i) all necessary corporate
resolutions being validly made by the Company, including the Board resolving to
proceed with the Private Placement and to conditionally allocate the Offer
Shares, (ii) an extraordinary general meeting in the Company (the “EGM”)
resolving to approve the Private Placement and issue the Offer Shares, (iii) the
Offer Shares having been fully paid and legally issued; and (iv) the Pre-Funding
Agreement remaining in full force and effect (jointly, the “Conditions”).
The Offer Shares will be settled in two tranches as the total number of Offer
Shares to be issued in the Private Placement will result in the Company being
required to publish a listing prospectus in accordance with the requirements in
the EU Prospectus Regulation: (i) tranche 1 will consist of up to 14,590,900
Offer Shares, equal to the number of Offer Shares that can be issued and listed
without triggering the requirement of publishing a listing prospectus (“Tranche
1”); and (ii) tranche 2 will consist of the remaining part of the Offer Shares
(“Tranche 2” and together with Tranche 1, the “Tranches”). The Offer Shares in
Tranche 1 will be tradeable on Oslo Børs upon issuance, and the Offer Shares in
Tranche 2 will be issued on a separate, temporary ISIN pending approval by the
Norwegian Financial Supervisory Authority of a listing prospectus and will thus
not be listed or tradeable on Oslo Børs until such listing prospectus has been
published. The share capital increase pertaining to the Tranches is expected to
be registered by the Norwegian Register of Business Enterprises on or about 3
October 2024. The Offer Shares allocated in the Tranches will not be delivered
to, nor tradable by, the respective applicant until the necessary registration
is completed. For Tranche 2, the allocated Offer Shares will also remain non
-tradable after delivery until a listing prospectus is approved by the Norwegian
Financial Supervisory Authority and published by the Company.
Subject to, inter alia, successful completion of the Private Placement and the
Board being granted the necessary authorization by the EGM, the Board may
consider to carry out a subsequent offering of new shares in the Company
directed towards shareholders in the Company as of 10 September 2024 (as
registered in the VPS on 12 September 2024) 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. Such
shareholders will be granted non-transferable preferential rights to subscribe
for, and, upon subscription, be allocated new shares. The subscription price in
such subsequent offering will be the same as the Subscription Price in the
Private Placement.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to the Conditions having
been met. Neither the Company nor the Managers or any of their directors,
officers, employees, representatives, or advisors will be liable for any losses
if the Private Placement is cancelled or modified, irrespective of the reason
for such cancellation or modification. The Board has considered the structure of
the contemplated capital raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act
and the rules on equal treatment under Oslo Rule Book II for companies listed on
the Oslo Stock Exchange and the Oslo Stock Exchange’s guidelines on the rule of
equal treatment, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. By structuring the transaction as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue. On this basis
and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company and
its shareholders. As a consequence of the private placement structure, the
shareholders’ preferential rights to subscribe for the Offer Shares will be
deviated from.
ABG Sundal Collier ASA and Danske Bank, Norwegian Branch acts as joint
bookrunners and managers in the Private Placement. Advokatfirmaet Schjødt AS is
acting as the Company’s legal advisor.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act. This information was issued as inside
information pursuant to the EU Market Abuse Regulation, and was published by
Charlotte Krog, Communications, NRC Group ASA, on the date and time provided.
Important information:
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. 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.
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 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 “Prospectus Regulation”
means Regulation (EU) 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.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 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
believe 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 their control. 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 make any guarantee 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 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. 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 of the
Company. The distribution of this announcement and other information may be
restricted by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. This announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation as implemented in any Member State.
Kilde
