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2026-06-18 01:34:23
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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.
Oslo, 18 June 2026:
Reference is made to the stock exchange announcement made by Fjord Defence Group
ASA ("Fjord Defence Group" or the "Company") on 17 June 2026 at 16:30 CEST (the
"Announcement"), regarding the agreement to acquire 100% of the shares in
PartnerTech Karlskoga Aktiebolag ("PartnerTech") (the "Acquisition") and a
contemplated private placement of new shares in the Company (the "Private
Placement").
The Company is pleased to announce that the Private Placement has been
successfully placed, and that the Company's board of directors (the "Board") has
resolved to issue and allocate 25,000,000 new shares (the "Offer Shares") at a
price per Offer Share of NOK 16.50 (the "Offer Price"), thereby raising gross
proceeds to the Company of approx. NOK 412.5 million. The Private Placement
attracted strong interest demand from high-quality, large institutional
investors and was significantly oversubscribed, and was thus upsized by approx.
NOK 37.5 million from the original offer size of approx. NOK 375 million.
The Company is pleased to have broadened its shareholder base with long-term
investors supporting its strategy to build the Fjord Defence Group through
acquisitions of profitable defence companies with significant further growth
potential.
The net proceeds to the Company from the Private Placement will be used to
partly fund the Cash Consideration (as defined in the Announcement) in the
Acquisition.
Arctic Securities AS, Pareto Securities AS and SB1 Markets AS acted as Joint
Managers and Joint Bookrunners in the Private Placement (the "Managers").
Timeline and settlement
The share capital increase pertaining to the Private Placement has been resolved
by the Board pursuant to an authorization to increase the share capital in the
Company granted by the Company's annual general meeting held on 21 May 2026 (the
"Authorization").
The Private Placement is expected to be settled by the Managers on a
delivery-versus-payment ("DVP") basis on or about 22 June 2026 (T+2).
The DVP settlement structure is facilitated through the delivery of existing and
unencumbered shares in the Company, already admitted to trading on Euronext Oslo
Børs, pursuant to a share lending agreement (the "Share Lending Agreement")
between the Company, the Managers and certain large existing shareholders in the
Company. The Offer Shares will thus be tradable on Euronext Oslo Børs
immediately after the notification of allocation. The Managers will subsequently
settle the share loan under the Share Lending Agreement with the new shares in
the Company issued by the Board pursuant to the Authorization.
The new shares in the Company to be redelivered to the share lenders relating to
the Offer Shares, the Consideration Shares and the Management Shares (terms as
defined in the Announcement) will be issued on a separate ISIN and will not be
tradable on Euronext Oslo Børs until a listing prospectus has been approved by
the Financial Supervisory Authority of Norway and published by the Company.
Notice of allocation and payment instructions will be communicated by the
Managers to the applicants having been allocated Offer Shares in the Private
Placement on or about 18 June 2026 before 09:00 CEST.
Following registration of share capital increase pertaining to the issuance of
the new shares, the Company will have a share capital of NOK 849,438,987.60
divided into 101,123,689 shares, each with a nominal value of NOK 8.40.
Allocations of Offer Shares
The following close associates of primary insiders in the Fjord Defence Group
have been allocated Offer Shares at the Offer Price in the Private Placement as
follows:
- Mack Holding AS, close associate of Kristian Zahl (COO of the Company), was
allocated 30,303 Offer Shares;
- Finance Interims ToDo AS, close associate of Øyvind Mølmann (CFO of the
Company), was allocated 30,303 Offer Shares;
- The following close associates of primary insider Ketil Skorstad (board member
of the Company), have been allocated Offer Shares in the Private Placement as
follows:
* Tigerstaden AS was allocated 305,000 Offer Shares;
* Pirol AS was allocated 610,000 Offer Shares;
* Boolean AS was allocated 150,000 Offer Shares;
* Lunor Capital AS was allocated 150,000 Offer Shares;
* Tigergutt AS was allocated 150,000 Offer Shares;
* Tigerstate Capital AS was allocated 150,000 Offer Shares;
Boolean AS is also a close associate of primary insider Karl Sivert Skatland
(deputy board member of the Company).
Further details regarding the allocation of Offer Shares to primary insiders and
close associates will be released in separate announcements.
Potential subsequent repair offering and equal treatment considerations
The Private Placement represents a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Private Placement has been
considered by the Board in light of the equal treatment obligations under the
Norwegian Public Limited Liability Companies Act and the Norwegian Securities
Trading Act, cf. recommendation no. 4 of the Norwegian Code of Practice for
Corporate Governance. The Board is of the opinion that the Private Placement is
in compliance with these requirements.
The issuance of the Offer Shares is carried out as a private placement to
partially fund the Cash Consideration and hence enable the Company to complete
the Acquisition. By structuring the fundraising as an equity private placement
(with a potential Subsequent Offering, as defined below), the Company is able to
efficiently raise capital for the abovementioned purpose at a market-based offer
price within the timeline for the Acquisition. Structuring the fundraising as a
rights issue directed towards all shareholders would have entailed more costs
and taken several months to complete, likely at a significant discount to the
trading price.
Based on the above, an assessment of the current equity markets as advised by
the Managers, the Company's need for funding to partly finance the Cash
Consideration in the Acquisition, deal execution risk, available alternatives,
and the potential Subsequent Offering (see below), the Board considers the
waiver of the preferential rights inherent in the Private Placement to be in the
common interest of the Company and its shareholders.
To limit the dilutive effects for the existing shareholders not participating in
the Private Placement, the Board has resolved to propose that the EGM (as
defined below) authorises the Board to resolve a share capital increase in
connection with a potential subsequent repair offering of up to 2,500,000 new
shares in the Company equal to approx. NOK 41.3 million (the "Subsequent
Offering"). The Subsequent Offering, if applicable and subject to applicable
securities laws, will be directed towards existing shareholders in the Company
as of 17 June 2026 (as registered in the VPS two trading days thereafter) who
(i) were not included in the pre-sounding 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 (the "Eligible Shareholders").
An extraordinary general meeting in the Company is expected to be held on or
about 10 July 2026 (the "EGM"). Notice of the EGM is expected to be distributed
and published on 19 June 2026.
The subscription price in the Subsequent Offering will be equal to the Offer
Price in the Private Placement. The Eligible Shareholders will receive
non-transferrable subscription rights in the Subsequent Offering.
Oversubscription and subscription without subscription rights will not be
allowed. The Subsequent Offering is subject to (i) completion of the Private
Placement, (ii) approval by the EGM to authorise the Board to issue new shares
in the Subsequent Offering and the Board resolving to issue new shares; (iii)
approval and publication of a prospectus; and (iv) the prevailing market price
and trading volume of the Company's shares following the Private Placement.
The Company reserves the right in its sole discretion to not conduct or to
cancel any Subsequent Offering, including if the Company's shares trade at or
below the subscription price in the Subsequent Offering (i.e. the Offer Price)
at sufficient volumes.
ADVISERS
Arctic Securities AS, Pareto Securities AS and SB1 Markets AS acted as Joint
Managers and Joint Bookrunners in connection with the Private Placement. Wikborg
Rein Advokatfirma AS is acting as legal adviser to the Company.
CONTACTS
Jon Asbjørn Bø, CEO
jab@fjorddefence.com
+47 930 86 932
DISCLOSURE
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Kristian Zahl, COO of
Fjord Defence Group, at the date and time as set out above.
ABOUT FJORD DEFENCE GROUP ASA
Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext
Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run
companies in the defence industry. The company has a buy & build strategy, with
focus on acquiring established, profitable businesses within the defence,
security and related segments. More information on www.fjorddefencegroup.com.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and 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 equity raise 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.
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).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" as defined in paragraph 15
of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024,
and 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) 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 equity raise 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.
nnouncement 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.\