14.5.2024 19:15:01 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 14 May 2024 by
Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker: NUMND)
regarding the announcement of a term sheet on financial restructuring and a
private placement (the "Private Placement") directed towards Tjelta Eiendom AS
("Tjelta Eiendom") of 470,000,000 new shares in the Company (the "Offer Shares")
at a subscription price of NOK 0.05 per share (the "Subscription Price"),
followed by an underwritten subsequent repair offering of 470,000,000 new shares
in the Company with pro rata preferential subscription rights for eligible
shareholders in the Company other than Tjelta Eiendom at the Subscription Price
(the "Subsequent Offering").
In accordance with the continuing obligations of companies listed on Euronext
Growth Oslo, the following key information is given with respect to the
Subsequent Offering:
* Date on which the terms and conditions of the repair issue were announced: 14
May 2024
* Last day including right: 14 May 2024
* Ex-date: 15 May 2024
* Record date: 16 May 2024
* Date of approval: To be approved by a general meeting (the "General Meeting
"). Date to be communicated in an updated announcement as soon as it has been
determined.
* Maximum number of new shares: 470,000,000
* Subscription price: NOK 0.05 per share
* Other information: The Subsequent Offering will primarily, subject to
applicable securities law, be directed towards existing shareholders in the
Company as of 14 May 2024 (as registered in the VPS two trading days
thereafter), who (i) were not allocated Offer Shares in the Private Placement,
and (ii) 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"). These
Eligible Shareholders will receive non-transferable subscription rights in the
Subsequent Offering. Oversubscription with subscription rights will be allowed.
Subscription without subscription rights from investors other than the Eligible
Shareholders will also be allowed.
The allocation hierarchy in the Subsequent Offering will be as follows:
a) Shares shall be allocated to Eligible Shareholders who have subscribed with
subscription rights.
b) Unallocated shares following a) shall be allocated to Eligible Shareholders
who have over-subscribed with subscription rights (on a pro rata basis).
c) Unallocated shares following b) shall be allocated to investors other than
the Eligible Shareholders who have subscribed without subscription rights (the
board reserves the right to allocate c) at their sole discretion (in
consultation with the Manager)).
d) Unallocated shares following c) shall be allocated to Tjelta Eiendom as
underwriter of the Subsequent Offering.
The Subsequent Offering is subject to approval by the General Meeting. Launch of
the Subsequent Offering will also be contingent on publishing a prospectus.
Completion of the Subsequent Offering will be conditional upon, inter alia,
completion of the Private Placement and the General Meeting resolving to reduce
the par value of the shares in the Company to a level equal to or lower than NOK
0.05 per shares, and the subsequent completion of such share capital reduction
following a six-week creditor notice period after the General Meeting. Further
description of the Subsequent Offering and the terms and other circumstances
that must be taken into consideration when subscribing for shares will be
announced later.
The subscription period in the Subsequent Offering will, subject to the above
conditions, commence shortly after registration and publication of a national
prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act.
Advisors:
Pareto Securities AS is acting financial advisor to the Company as well as sole
manager and sole bookrunner in the Private Placement and the Subsequent Offering
(the "Manager").
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
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
ABOUT NORDIC UNMANNED
Nordic Unmanned is a leading European manufacturer (OEM) and certified operator
of unmanned aircraft systems ("UAS").
We are serving large corporations, government agencies and security customers by
offering systems, solutions and flight services for environmentally friendly
delivery of productivity improvements and time critical, actionable data
insights and logistics services.
Our solutions and services are organized in the three business segments as
follows:
Flight Services: is a technology-agnostic flight services operator providing
time-critical actionable data to large corporate and governmental customers. The
segment also includes NUAer AS and Resale.
AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in
lightweight drones and sensors (payloads) tailored for defense and security.
DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and
autonomous drone system with proprietary software for surveillance and security.
Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,
maintenance, and sales of unmanned systems and sensor technology. AirRobot is
ISO 9001:2015 and EN 9100:2018 certified for its development and production
capabilities of unmanned systems.
Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO),
Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also comprise
joint venture - Omni Unmanned SA with OHI Group SA (registered in Luxemburg) and
joint venture - NUAer AS with Aeromon OY (registered in Norway).
For more information visit - https://nordicunmanned.com/
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. 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 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 EEA 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 EEA 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, the 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 the
Company's control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, 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
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on any forward-looking statements in this
announcement.
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 Manager nor any of its affiliates make
any representation as to the accuracy or completeness of this announcement and
none of them accept 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 Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847587/3106/4466/Download%20announcement
%20as%20PDF.pdf