Kurs & Likviditet
|2021-08-11||Extra Bolagsstämma 2021|
|2021-05-27||Ordinarie utdelning NUMND 0.00 NOK|
29.9.2021 22:39:37 CEST | Nordic Unmanned | Additional regulated information required to be disclosed under the laws of a member state
Sandnes, 29 September 2021 - Reference is made to the stock exchange announcement published 29 September 2021 by Nordic Unmanned AS (the "Company"), announcing a contemplated private placement of new shares (the "Offer Shares") in the Company, with gross proceeds of up to NOK 100 million (the "Private Placement").
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.
Nordic Unmanned is pleased to announce that the Private Placement has been successfully completed, through an allocation of 2,816,901 new shares in the Company at a price of NOK 35.5 per share. The gross proceeds of the Private Placing are NOK 100 million. The Private Placement was substantially oversubscribed at the NOK 35.5 price point.
The net proceeds from the private placement will be used to accelerate the pursuit of several potential M&A opportunities, fleet growth following awards, product development and general corporate purposes.
The Company’s Board of Directors has also decided to initiate a process to transfer its listing venue from Euronext Growth to Oslo Børs. An uplisting reflects the company’s growth and substantial shareholder base. It is expected to contribute to increased visibility, and better liquidity through access to a larger investor universe. The uplisting is expected to take place during the first half of 2022.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Manager on or around 30 September 2021. The new shares in the Private Placement will be settled through a delivery versus payment transaction on or about 4 October 2021 with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth, pursuant to a share lending agreement between the Company, Skaulen AS, Urbanium Gruppen AS, Petroleum Logistics Consulting AS, and SpareBank 1 Markets AS. The Offer Shares will be tradable from allocation. The Manager will settle the share loan with a corresponding number of new shares in the Company to be issued by the board pursuant to the authorisation granted by the Company's annual general meeting on 26 May 2021. Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have 25,660,509 shares issued and outstanding, each with a par value of NOK 1 (i.e. excluding the 123,179 new ordinary shares to be issued in connection with the completion of the acquisition of Ecoxy AS as announced on 21 September 2021).
The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Private Limited Companies Act. The board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders' pre-emptive right to the new shares in the Private Placement, and that this would also be in compliance with the requirements in the Norwegian Private Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense and the obligation relating to equal treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. In reaching this conclusion, the board inter alia emphasized that:
• the subscription price of NOK 35.5 per Offer Share is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process conducted by investment banks, and the subscription price represents professional investors' view of the market price for the Company's shares in a share offering of this size;
• the subscription price represented a smaller discount to the prices at which the Company's shares had been traded on Euronext Growth in the recent period prior to the announcement of the Private Placement (approx. 7.6% discount to WVAP of approx. NOK 38.43 the last ten trading days) and the number of new shares issued in the Private Placement implies that the dilutive effect of the Private Placement is limited at less than 11%.
• all identifiable existing shareholders participating in the Private Placement were allocated shares equal to at least their pro-rata ownership in the Company and the Private Placement does not significantly affect the balance of power in the existing shareholder base. Further a substantial amount of the Company's existing shareholders was offered to participate in the Private Placement.
• a share issue in the form of a private placement enabled the Company to capitalise on current market conditions which were deemed beneficial to the interest of the Company and its shareholders. Such benefits would not be obtainable by structures with longer lead time, higher costs and execution risks such as a rights offering.
Based on the above, the Company is not contemplating to carry out a subsequent share issue directed towards shareholders not participating in the Private Placement.
Save for the Offer Shares to be issued in the Private Placement and the employee offering and, if relevant, new shares to be issued in any subsequent offering, the 12 months lock-up undertaking of the Company entered into in connection with the admission to trading on Euronext Growth Oslo will continue to remain in full force and effect for the remainder of its duration.
SpareBank 1 Markets AS (the “Manager”) has been retained as sole bookrunner to advise and carry out the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
- Knut Roar Wiig, CEO, +47 92 66 66 59, email@example.com
- Trond Østerhus, CFO, Nordic Unmanned AS, +47 95 99 08 79, firstname.lastname@example.org
About Nordic Unmanned
Nordic Unmanned delivers comprehensive data solutions through industry leading expertise, to assist both public and private customers in the transition to unmanned technology. The focus is to support demanding clients by collecting time-critical data with the use of unmanned technology.
Founded in 2014, the company has offices in Sandnes, Oslo, and Frankfurt, and has quickly become one of Europe's leading providers of unmanned systems and services, with operations across the continent. The company is ISO 9001-2015 certified by DNV-GL for the operation, maintenance, sale, design, development and production of unmanned systems and sensor technology. and sensor technology.
For more information visit nordicunmanned.com