25.11.2024 07:00:01 CET | Nordic Unmanned | Prospectus / admission document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE
UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement published by Nordic
Unmanned ASA (the "Company") on 22 November 2024 regarding the registration of a
national prospectus (the "Prospectus") and launch of a subsequent offering of up
to 20,000,000 new shares, each with a nominal value of NOK 0.25 (the "Offer
Shares") in the Company, at a subscription price of NOK 0.50 per Offer Share,
with gross proceeds of up to NOK 10 million (the "Subsequent Offering").

The subscription period in the Subsequent Offering commences today, 25 November
2024 at 09:00 (CET) ends on 6 December 2024 at 16:30 (CET).

The Subsequent Offering will primarily, subject to applicable securities law, be
directed towards existing shareholders in the Company as of 31 October 2024 (as
registered in the VPS two trading days thereafter on 4 November 2024 (the "
Record Date")), who (i) were not included in the pre-sounding phase of the
private placement of 90,000,000 new shares in the Company completed on 31
October 2024 (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").

Each Eligible Shareholder will receive 5.516168 non-transferable subscription
rights in the Subsequent Offering for each share held by such Eligible
Shareholder in the Company as of the Record Date, rounded down to the nearest
whole right. Over-subscription with subscription rights will be allowed,
however, there can be no assurance that Offer Shares will be allocated for such
subscriptions. Further, subscription without subscription rights from investors
other than the Eligible Shareholders will also be allowed in the Subsequent
Offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

 1. Shares shall be allocated to Eligible Shareholders who have subscribed with
    subscription rights.
 2. Unallocated shares following a) shall be allocated to Eligible Shareholders
    who have over-subscribed with subscription rights (on a pro rata basis).
 3. Unallocated shares following b) shall be allocated to investors other than
    the Eligible Shareholders who have subscribed without subscription rights
    (the Company's board of directors (the "Board") reserves the right to
    allocate c) at their sole discretion (in consultation with the Manager (as
    defined below)).

Please see the Prospectus for more information about the Subsequent Offering.
The Prospectus, including a subscription form, is made electronically available
at:

www.paretosec.com/transactions -
https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.paretosec.c
om%2Ftransactions&data=05%7C02%7Cole.jerving%40schjodt.com%7C0dbc5ea8da564e2e4f4
c08dd0cb7dd87%7C4651385ecc6244a7bde5dbda3fc721be%7C0%7C0%7C638680706033143558%7C
Unknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMi
IsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=HmJeMDLD1K%2FDjRZL3bokMCHJ
CSzRxRmq1eT6CbSJrT8%3D&reserved=0

ADVISORS

Pareto Securities AS is acting as manager (the "Manager") in the Subsequent
Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

CONTACTS 

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813, 
shc@nordicunmanned.com

* Tarjei Lode, CFO, Nordic Unmanned ASA, +47 469 37 008, tl@nordicunmanned.com

 

DISCLOSURE REGULATION 

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.


ABOUT NORDIC UNMANNED 

NU Group is a leading European provider of advanced, drones, sensors, AI-powered
drone solutions, and UAS-agnostic drone-as-a-service operations. The company
serves government agencies, Ministries of Defence, security clients, and
corporate clients, offering cutting-edge technology solutions for a wide range
of applications, including:

 * Empowering defenders and protect lives
 * Autonomous efficiency and optimized operations
 * Safe and environmentally friendly collection of live, actionable data
   insights

Founded in Norway in 2014, NU Group has offices in Sandnes (NO), Cranfield (UK),
Hasselt (BE) and Arnsberg (GER). Nordic Unmanned ASA employs approx. 100 FTEs
and is listed on Euronext Growth with the ticker NUMND. The Group's operating
history is 20 years based on AirRobot in Germany.

For more information visit - https://www.nugroup.eu/

IMPORTANT INFORMATION 

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

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 offering or their
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 in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State. This communication is only being
distributed to and is only directed at persons in the United Kingdom 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) high net worth entities, and other persons to whom this
announcement may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant
persons").

This communication 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 for 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.

The information contained in this announcement speak only as at its date, and
are subject to change without notice. The Company does not undertake any
obligation to review, update, confirm, or to release publicly any revisions to
any of the content of this announcement.

Neither of the Company, the Manager 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 in the Company. Neither the Company, the Manager nor any of
their respective affiliates accepts any liability arising from the use of this
announcement.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

CONTACTS

 * Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,
   shc@nordicunmanned.com 
 * Tarjei Lode, CFO, Nordic Unmanned ASA, +47 46937008, tl@nordicunmanned.com 

ABOUT NORDIC UNMANNED

NU Group is a leading European provider of advanced, drones, sensors, AI-powered
drone solutions, and UAS-agnostic drone-as-a-service operations. The company
serves government agencies, Ministries of Defence, security clients, and
corporate clients, offering cutting-edge technology solutions for a wide range
of applications, including:

 * Empowering defenders and protect lives?
 * Autonomous efficiency and optimized operations?
 * Safe and environmentally friendly collection of live, actionable data
   insights?

Founded in Norway in 2014, NU Group has offices in Sandnes (NO), Cranfield (UK),
Hasselt (BE) and Arnsberg (GER). Nordic Unmanned ASA employs approx. 100 FTEs
and is listed on Euronext Growth with the ticker NUMND. The Group's operating
history is 20 years based on AirRobot in Germany.

For more information visit - https://www.nugroup.eu/

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847587/18334461/5333/Download%20announce
ment%20as%20PDF.pdf