Bifogade filer
Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2025-01-17 18:51:03
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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.
Stavanger, 17 January 2025: Reference is made to the stock exchange announcement
made by Moreld AS ("Moreld" or the "Company") on 19 December 2024 regarding
potential stabilisation activities in respect of the shares in Moreld in
connection with the private placement of shares in the Company (the "Private
Placement") and the admission to trading of the Company's shares on Euronext
Growth Oslo.
Pareto Securities AS (the "Stabilisation Manager"), acting as stabilisation
manager in connection with the Private Placement on behalf of the Managers (as
defined below), hereby gives notice that the stabilisation period has ended.
Stabilisation activities have been undertaken on Euronext Growth Oslo between 19
December 2024 and
17 January 2025, and a total of 3,472,977 shares in the Company have been
purchased as part of the stabilisation activities. The shares were purchased at
a volume weighted average price of NOK 13.4754 per share, and within the daily
price ranges as set out in the attached stabilisation notice.
The Stabilisation Manager will redeliver the 3,472,977 shares purchased through
stabilisation transactions to Allard 2 Limited and Sona Credit Master Fund
Limited, Sona Capital Solutions II SCSp and Sona Blue Peak Limited, in
accordance with the terms of the share lending arrangement between the parties.
The shares borrowed from Allard 2 Limited (a close associate of Julian Mcintyre,
chair of the Company's board) will be redelivered after the expiry of the
current closed period pursuant to the EU Market Abuse Regulation, expected on 14
February 2025.
The Stabilisation Manager has, on behalf of the Managers, partially exercised
its option to require the Company to issue 3,727,023 new shares in the Company
at a price of NOK 13.95 per share, equal to the offer price in the Private
Placement. Further information about the Company's resolution to issue the new
shares to the Stabilisation Manager will be made in due course.
The net profit generated from the stabilisation activities conducted by the
Stabilisation Manager during the stabilisation period shall be for the benefit
of the share lenders.
Advisors:
Pareto Securities AS and SpareBank 1 Markets AS acted as joint global
coordinators and Fearnley Securities AS acted as co-manager in the Private
Placement (collectively, the "Managers").
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company, Marriott Harrison is acting as UK legal counsel to the Company, and
Carter Ledyard & Milburn LLP is acting as US legal counsel to the Company.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.
This information is subject to the disclosure requirements in article 6 no. 3
and article 8 of Commission Delegated Regulation (EU) 2016/1052.
For more information, please contact:
CEO Geir Austigard
Telephone: +47 992 47 500
Email: Geir.austigard@moreld.com
CFO Trond Rosnes
Telephone: +47 404 14 494
Email: Trond.rosnes@moreld.com
About Moreld
Moreld is an industrial multi-disciplinary engineering group offering full-scope
services across the offshore energy and marine industries including subsea
installations. The group comprises Moreld Apply, Ocean Installer and Global
Maritime. Moreld is a major player on the Norwegian continental shelf with an
international footprint. The Group is located in 19 countries, giving access to
all major offshore markets, and has over 2,800 employees and contractors. For
more information, please visit https://moreld.com/.
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 securities 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 certain forward-looking statements concerning future
events. 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. The Company believes that these assumptions were reasonable when
made. However, 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. 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.
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.
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 their
respective 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 makes any representation as to the accuracy
or completeness of this announcement and none of them accepts any 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. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
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.