Arribatec Solutions ASA: Private placement of NOK 110 million successfully completed
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Oslo, 3 December 2020:
Reference is made to the stock exchange announcement published by Arribatec Solutions ASA ("Arribatec" or the "Company", ticker code "ARR") earlier today regarding a contemplated private placement of up to 50,000,000 new shares in the Company, representing approximately 14% of the outstanding shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 110 million through the allocation of 50,000,000 new shares (the “New Shares”) at a subscription price of NOK 2.20 per share (the “Subscription Price”). The subscription price represents a 7.6% discount to the last closing price and 2.0% discount to the volume-weighted average price the last two trading days.
Arribatec intends to use the net proceeds from the Private Placement to pursue further growth initiatives, including both organic growth and M&A, as well as general corporate purposes.
The New Shares to be issued in connection with the Private Placement will be issued based on a Board authorisation granted by the Company’s general meeting held 20 November 2020. The Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending arrangement between the Company and the Manager together with Tycoon Industrier AS as share lenders. Notification of allotment of the Shares and payment instructions is expected to be sent to the applicants through a notification from the Manager on 4 December 2020. The Shares delivered to the investors will be tradable from allocation and is tradable on the Oslo Stock Exchange from 4 December 2020. Settlement of the Private Placement will be made on a delivery versus payment basis from 8 December 2020 (t+2 settlement).
Following registration of the new share capital pertaining to the Private Placement with the Norwegian Register of Business Enterprises the Company will have an issued share capital of NOK 117,203,333, divided into 418,583,331 shares, each with a par value of NOK 0.28. The Company has further announced a pending merger with Arribatec AS (of where 123,815,454 considerations shares will be issued, as described in the Company’s announcement in 4 September 2020), and several company acquisitions (Innit AS as announced on 3 November 2020, Facil AS as announced on 9 November 2020, Microsky AS as announced on 11 November 2020 and Qualisoft AS as announced on 2 December 2020). The merger and the acquisitions will result in issue of consideration shares, as further detailed in the aforementioned announcements.
Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the Board has among other things considered the subscription price achieved in the Private Placement compared to recent market pricing of the Company's shares, the limited increase of the share capital represented by the Private Placement and the necessity for the Company to raise capital to realize its strategy of further organic and inorganic growth.
The following primary insiders participated in the Private Placement:
- Tycoon Industrier AS, represented at the board of directors by Øystein Stray Spetalen, was allocated 6,818,181 shares and will hold 116,554,032 shares in the Company corresponding to 27.8% of total outstanding shares following the Private Placement.
- Arriba Invest AS, a company controlled by Per Ronny Stav (CEO of the Company), was allocated 100,000 shares and will hold 80,187,234 shares in the Company corresponding to 19.2% of total outstanding shares following the Private Placement.
- YLS Næringseiendom AS, a company controlled by board member of the Company Yvonne Sandvold, was allocated 545,454 shares and will hold 545,454 shares in the Company corresponding to 0.1% of total shares outstanding following the Private Placement.
- Kristin Hellebust, board member of the Company, was allocated 227,273 shares and will hold 227,273 shares in the Company corresponding to 0.05% of total shares outstanding following the Private Placement.
- Finance Resources GJ AS, a company controlled by Geir Johansen, board member of Arribatec AS, was allocated 120,000 shares and will hold 3,079,574 shares in the Company corresponding to 0.7% of total shares outstanding following the Private Placement.
Carnegie AS acted as sole bookrunner for the Private Placement and Schjødt AS acted as the Company's legal adviser.
For further information, please contact:
Ranveig Strand, interim CFO, Arribatec Solutions ASA
Telephone: +47 405 10 727| Ranveig@ferncliff.no
About Arribatec Solutions ASA:
Arribatec is a software and consulting company headquartered in Oslo. With a customer centric engagement model, combined with a deep system, integration and domain competence, Arribatec builds long term strategic partnership with a broad customer base. Arribatec serves more than 400 large entities spread over 25 countries and various industries, both in the private and public sector. The company employs over 300 people with offices in 11 countries and is listed on the Oslo Stock Exchange under the ticker code ARR.
IMPORTANT NOTICE
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.
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.
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 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.
Matters discussed in this announcement may constitute forward-looking statements. 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 release 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 without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements 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 forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Joint Bookrunners 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 Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.