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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 published by NRC Group ASA
(the “Company”) on 10 September 2024 regarding key information relating to a
subsequent offering (the “Subsequent Offering”) of up to 20,000,000 new shares
in the Company (the “Offer Shares”) at a subscription price of NOK 2.50 per
Offer Share (the “Subscription Price”). The Subscription Price is equal to the
subscription price in the private placement of new shares in the Company that
was successfully completed on 10 September 2024 (the “Private Placement”), as
further described in the stock exchange notice published by the Company on 10
September 2024.
The Company has resolved to proceed with the Subsequent Offering, which may
raise total gross proceeds of up to NOK 50 million. The subscription period in
the Subsequent Offering will commence at 09:00 (CEST) today, 24 October 2024,
and end at 16:30 (CET) on 6 November 2024 (the “Subscription Period”).
The Subsequent Offering will be directed towards existing holders of the
Company’s shares (the “Shares”) as of 10 September 2024 (as registered in the
Norwegian Central Securities Depositary, Euronext Securities Oslo (the “VPS”) on
12 September 2024 (the “Record Date”), who (i) were not allocated new 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 0.82 non-tradeable subscription rights
(the “Subscription Rights”) for each Share held by such Eligible Shareholder in
the Company as of the Record Date. 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, rounded down to the
nearest whole share, and subject to adjustments in certain events. Over
-subscription with Subscription Rights and subscription without Subscription
Rights will be permitted, however there can be no assurance that Offer Shares
will be allocated for such subscriptions.
The terms and conditions for the Subsequent Offering are set out in a prospectus
approved by the Financial Supervisory Authority of Norway in connection with (i)
the Subsequent Offering and (ii) the listing of 65,409,100 new shares issued in
the Private Placement, which were settled in tranche 2 of the Private Placement
on a separate ISIN (the “Tranche 2 Shares”). Upon publication of the Prospectus,
the Tranche 2 Shares are tradable and listed on Euronext Oslo Børs under the
ticker code ‘NRC’.
Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix 1 to
the Prospectus, to ABG Sundal Collier ASA or Danske Bank, Norwegian Branch (the
“Managers”) in accordance with the terms and conditions set out in the
Prospectus. The Subscription Form and the Prospectus will, subject to regulatory
restrictions in certain jurisdictions, be available at the Managers’ websites
(Ongoing transactions - ABG SC and www.danskebank.no/nrc). Subscribers who
are Norwegian residents with a Norwegian personal identification number (Nw.:
fødsels- og personnummer) are encouraged to subscribe for Offer Shares through
the Norwegian VPS’ online subscription system (or by following the link on
www.abgsc.com/transactions which will redirect the subscriber to the VPS online
subscription system).
Allocation of the Offer Shares is expected to take place on or around 7 November
2024. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be made
available by the Managers on or about 8 November 2024. Assuming that payments
from all subscribers are made when due, it is expected that the share capital
increase will be registered in the Norwegian Register of Business Enterprises on
or about 15 November 2024 and that the delivery of the Offer Shares will take
place on or about 18 November 2024.
The Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering due to market conditions, including if the price of the Company’s
shares on Euronext Oslo Børs trade below the Offer Price in the Subsequent
Offering.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
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.
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
