Fredag 14 Mars | 12:43:29 Europe / Stockholm
2025-02-11 01:20:31
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11 February 2025 - Reference is made to the stock exchange announcements made by
Endúr ASA ("Endúr" or the "Company") on 10 February 2025 regarding Endúr's
contemplated acquisitions of 100% of the shares in Total Betong AS, Igang
Totalentreprenør AS, and Habto Holding AS, including 100% of the shares in HAB
Construction AS and between 51% and 100% of the shares in ProPoint Survey AS
(jointly, the "Totalbetong Acquisitions"), and a contemplated partly
underwritten private placement of new shares in the Company (the "Private
Placement").

Endúr is pleased to announce that the Private Placement has been successfully
placed, with a 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. In accordance with
the announcement of the Private Placement, Kverva Finans AS ("Kverva") has been
conditionally allocated 3,472,223 Offer Shares, equivalent to NOK ~250 million.
As such, other investors in the Private Placement have been conditionally
allocated 1,388,888 Offer Shares, equivalent to NOK ~100 million (the "Available
Offer Shares"). The Private Placement attracted strong interest and the
Available Offer Shares were more than ten times oversubscribed.

The net proceeds to the Company from the Private Placement will be used to
partly finance the cash settlement of the consideration for the Totalbetong
Acquisitions, short-term net working capital needs, general corporate purposes
and a buffer.

Arctic Securities AS and Danske Bank, Norwegian branch, acted as joint
bookrunners in the Private Placement (together, the "Managers").

Timeline and settlement

Notification of conditional allocation of Offer Shares and payment instructions
are expected to be issued by the Managers on 11 February 2025.

The issuance of Offer Shares and the Underwriting Shares (as defined below) is
subject to approval by an extraordinary general meeting of the Company expected
to be held on or about 4 March 2025 (the "EGM"). The Board will also propose
that the EGM resolves to increase the share capital following the exercise of a
total of 215,500 share options by certain members of the Company's board of
directors (the "Board") and other employees on 10 February 2025 (110,500 options
with a strike price of NOK 41.25 and 105,000 options with a strike price of NOK
44.88) (jointly, the "Incentive Shares").

The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis on or about 6 March 2025, subject to
fulfilment of the Conditions (see below), by delivery of existing and
unencumbered shares in the Company already admitted to trading on Euronext Oslo
Børs pursuant to a share lending agreement entered into between the Company, the
Managers, and Artec Holding AS as share lender on 10 February 2025 (the "Share
Lending Agreement"). The Offer Shares allocated are expected to be tradable on
Euronext Oslo Børs on or about 4 March 2025. The Managers will settle the share
loan under the Share Lending Agreement with new shares in the Company to be
issued by the EGM.

Following registration of the share capital increases pertaining to the issuance
of the Offer Shares, the Underwriting Shares, and the Incentive Shares, the
Company's share capital will be NOK 21,489,663.50, divided into 42,979,327
shares, each with a nominal value of NOK 0.50 (prior to the issuance of the
consideration shares in the Totalbetong Acquisitions).

Conditional allocations of Offer Shares and issuance of Underwriting Shares

Kverva, and the following primary insiders of Endúr and close associates have
been allocated Offer Shares at the Offer Price in the Private Placement as
follows:

- Kverva has conditionally been allocated 3,472,223 Offer Shares (NOK ~250
million) in the Private Placement and will further be issued 125,000 new shares
pursuant to the subscription and underwriting agreement dated 10 February 2025
(the "SUWA") as settlement of its entitlement to underwriting commission (the
"Underwriting Shares"), subject to approval by the EGM. Conditional on
completion of the Private Placement, Kverva has also agreed to acquire a total
of 694,445 shares from Artec Holding AS and Bever Holding AS at the Offer Price,
which will result in Kverva holding 4,291,668 shares, equivalent to ~9.99% of
the shares and votes in Endúr (prior to the issuance of the consideration shares
in the Totalbetong Acquisitions)