2025-02-11 01:22:20
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
11 February 2025 - Reference is made to the stock exchange announcements made by
Endúr ASA ("Endúr" or the "Company") earlier today regarding a successful
placement and conditional allocation of 4,861,111 shares ("Offer Shares") at a
fixed subscription price of NOK 72.00 per Offer Share (the "Offer Price"),
raising gross proceeds to the Company of NOK ~350 million (the "Private
Placement"), and a potential subsequent repair offering (the "Subsequent
Offering").
The completion of the Private Placement by issuance of the Offer Shares is
subject to approval by an extraordinary general meeting of the Company, expected
to be held on or about 4 March 2025 (the "EGM") and certain other conditions as
further detailed in the announcement of 11 February 2025.
The Company has resolved to carry out a Subsequent Offering, subject to (i)
completion of the Private Placement (including approval by the EGM), (ii)
necessary corporate approvals including the Company's board of directors (the
"Board") resolving to issue shares in the Subsequent Offering based on an
authorisation to be granted by the EGM, (iii) approval and publication of a
prospectus, and (iv) the prevailing market price of the Company's shares
together with the corresponding trading volume following the Private Placement.
The Board may decide that the Subsequent Offering shall not be carried out if
the Company's shares trade at or below the subscription price in the Subsequent
Offering (i.e. the Offer Price) at sufficient volumes.
The Subsequent Offering will be conducted at a price of NOK 72.00 (the
"Subscription Price") with non-tradeable subscription rights for up to 555,555
new shares in the Company towards existing shareholders in the Company as of 10
February 2025 (as registered in the VPS two trading days thereafter, the "Record
Date"), who (i) were not included in the wall-crossing phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) 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 ("Eligible Shareholders"). Over-subscriptions
will not be permitted.
The subscription period for any Subsequent Offering (if applicable) is expected
to commence in the second quarter of 2025.
In accordance with the continuing obligations of companies listed on Euronext
Oslo Børs, the following key information is given with respect to the Subsequent
Offering:
- Date on which the terms and conditions of the repair issue were announced: 10
February 2025
- Last day including right to receive subscription rights: 10 February 2025
- Ex-date: 11 February 2025
- Record date: 12 February 2025
- Date of approval: During April 2025
- Maximum number of new shares: up to 555,555 new shares in the Company
- Subscription price: NOK 72.00
For further information, please contact:
Media
Jeppe Raaholt, CEO of Endúr, tel: +47 976 69 759
Investors
Einar Olsen, CFO of Endúr, tel: +47 924 01 787
About Endúr ASA
Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance
projects and services for marine infrastructure, including facilities for
land-based aquaculture, quays, harbours, dams, bridges and other specialized
concrete and steel projects. The company and its subsidiaries also offer a wide
range of other specialised project and marine services. Endúr ASA is
headquartered in Lysaker, Norway. See www.endur.no.
* * *
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and Section 4.2.4 of the Oslo Rule
Book II.
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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 Private Placement 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 herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.
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
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 to
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.
This communication contains forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. 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 communication 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, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein. Neither the Managers nor any of their respective
affiliates make any representation as to the accuracy or completeness of this
announcement and none of them accepts any liability arising from the use of this
announcement or 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 of the Company.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.