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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice from NRC Group ASA (the
“Company”) on 24 October 2024 regarding the commencement of the subscription
period (the “Subscription Period”) in the subsequent offering (the “Subsequent
Offering”) consisting of up to 20,000,000 new shares (the “Offer Shares”) in the
Company at a subscription price of NOK 2.50 per share.
The Subscription Period expired today, 6 November 2024, at 16:30 hours (CET).
The Company has been informed by the Managers (as defined below) that at the end
of the Subscription Period, and based on a preliminary count, valid
subscriptions had been received for a total of approximately 72 million Offer
Shares.
The final result of the Subsequent Offering is expected to be announced by the
Company on or about 8 November 2024. Investors that are allocated Offer Shares
can access information on the number of Offer Shares allocated through VPS on or
about 8 November 2024. Further announcements in respect of the Subsequent
Offering and the Offer Shares will be made in due course.
The due date for payment of the Offer Shares is on or about 12 November 2024.
Subject to due payment of the Offer Shares by the subscribers, the share capital
increase relating to the Subsequent Offering is expected to be registered with
the Norwegian Register of Business Enterprises (the “NRBE”) on or about 15
November 2024 and the Offer Shares will thereafter be delivered to the VPS
accounts of the allocated subscribers on or about 18 November 2024. First day of
trading of the Offer Shares on Euronext Growth Oslo is expected on or about 15
November 2024, after the share capital increase relating to the Subsequent
Offering is registered with the NRBE. A separate announcement will be made when
the share capital increase has been registered.
ABG Sundal Collier ASA and Danske Bank, Norwegian Branch (jointly, the
“Managers”) are acting as managers in connection with the Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Oslo Børs and 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
