3.6.2022 00:17:37 CEST | Nordic Unmanned | Additional regulated information
required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement published on 2 June 2022 by
Nordic Unmanned ASA (the "Company") regarding a contemplated private placement
of new shares (the "Offer Shares") in the Company, with gross proceeds of NOK 50
- 80 million (the "Private Placement").
The Company is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 3,636,363 new shares in the
Company at a price of NOK 22 per share, for gross proceeds of NOK 80 million.
The private placement was substantially oversubscribed.
The net proceeds from the Private Placement will be used to securing components
and build inventory in the Company's subsidiary AirRobot because of the
Bundeswehr award, and stock build up to support increasing demand for drones
within the Security segment; completion of the fleet newbuilding program;
finance M&A transactions; and general corporate purposes.
The new shares in the Private Placement will be settled through a delivery
versus payment transaction on or about 8 June 2022 with existing and
unencumbered shares in the Company that are already listed on Euronext Growth
Oslo, pursuant to share lending agreements between the Company, the Manager,
Wallcross AS, Jelsa Investering AS and Helgø Investering AS as share lenders
(the "Share Lenders"). The share loans will be settled with new shares in the
Company to be resolved issued by the Board pursuant to the Board authorization
granted by the general meeting of the Company on 25 May 2022 (the "Board
Authorization"). The Offer Shares will be tradable from allocation. The Offer
Shares will be redelivered to the Share Lenders following registration of the
share capital increase pertaining to the issuance of the Offer Shares with the
Norwegian Register of Business Enterprises (the "NBRE") and issuance of the
Offer Shares in Euronext Securities Oslo (the "VPS"). Following registration of
the share capital increase pertaining to the Private Placement with the NRBE,
the Company will have 30,080,347 shares issued and outstanding, each with a par
value of NOK 1.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of securing the desired funding, as well as the
limited dilution effects of the transaction, is in the common interest of the
shareholders of the Company. When reaching this conclusion, the Board also
emphasized that it intends to carry out the Subsequent Offering, as further
described below.
The Board will consider carrying out a subsequent repair offering (the
"Subsequent Offering") of up to 1,363,636 new shares with gross proceeds of up
to NOK 30 million, directed towards shareholders who held shares in the Company
as of the end of 2 June 2022 (as registered in the VPS as of the end of 7 June
2022), who (i) were not allocated shares in the Private Placement, and (ii) are
not resident in a jurisdiction where such offer would be illegal or (in
jurisdictions other than Norway), requires the issuance of a prospectus,
registration or other similar action. Whether a Subsequent Offering will take
place, will depend inter alia on the development of the price of the shares in
the Company after completion of the Private Placement. The subscription price in
a potential Subsequent Offering will be equal to the Offer Price. Launch of a
Subsequent Offering, if carried out, is planned to take place before end of Q2,
and it may also be contingent on publishing of a prospectus.
The following persons discharging managerial responsibilities ("Primary
Insiders") and close associates have been allocated Offer Shares:
* Helgø Investering AS, 90,909 shares
* Jelsa Investering AS, 90,909 shares
* Wallcross AS, 11,364 shares
A stock exchange release on transactions carried out by Primary Insiders and
close associates in accordance with the EU Market Abuse Regulation will be
published separately.
The Private Placement was carried out on the basis of an accelerated
bookbuilding process managed by SpareBank 1 Markets AS as sole bookrunner (the
"Manager").
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company and
Advokatfirmaet Grette AS is acting as legal counsel to the Manager in connection
with the Private Placement.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
* Knut Roar Wiig, CEO, +47 92 66 66 59, krw@nordicunmanned.com
* Trond Østerhus, CFO, +47 95 99 08 79, to@nordicunmanned.com
ABOUT NORDIC UNMANNED
Nordic Unmanned is a global leader of high-end products and services related to
drones and data capture. Through world-wide operational experience and industry
leading expertise, Nordic Unmanned supports large governmental and industrial
clients in the adaption of unmanned systems and services.
Founded in 2014, the Group has offices in Sandnes, Oslo, Molde, Odense (DK),
Cranfield (UK) and Arnsberg (GER) and has quickly become one of Europe's leading
providers of unmanned systems and services, with operations across the
continent. The Group is ISO 9001-2015 and certified by for the operation,
maintenance, sale, design, development, and production of unmanned systems and
sensor technology. The production is also AS9100 certified.
For more information visit nordicunmanned.com - https://nordicunmanned.com/