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Nortel AS - Private placement successfully placed
Oslo, 8 April 2022: Reference is made to the stock exchange notice published by Nortel AS (or the “Company”) 7 April 2022 regarding the contemplated private placement of new shares in the Company to raise gross proceeds of NOK 67.5 - 77.8 million (the "Private Placement"). The Company hereby announces that it has allocated 4,322,223 new shares (the "Offer Shares") in the Private Placement at an offering price of NOK 18 per share (the “Offer Price”), raising gross proceeds of NOK 77,800,014. Following the Private Placement, the Company will have 18,738,715 shares outstanding.
The proceeds from the Private Placement will be used to finance the execution of the Company’s M&A strategy through the acquisition of Atea Mobil.
The following primary insiders and close associates of primary insiders have subscribed for and been allocated new shares in the Private Placement, which is regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:
• Arisona Holding AS, a company closely related to chairman of the board Arild Hustad, was allocated 111,111 new shares in the Private Placement.
• Proff Invest AS, a company closely related to CEO Christian Pritchard, was allocated 55,555 new shares in the Private Placement.
• In Decision AS, a company closely related to board member Ivar Nesset, was allocated 53,324 new shares in the Private Placement.
• Digital Hverdag AS, a company closely related to board member Bente Sollid Storehaug, was allocated 11,112 new shares in the Private Placement.
A stock exchange release on transactions carried out by Primary Insiders and close associates in accordance with the market abuse regulation will be published separately.
The Private Placement was resolved by the Company’s board of directors pursuant to an authorization granted by the Company’s general meeting held on 15 March 2022.
The Private Placement represents a deviation from the Shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Rule Book II for companies listed on Euronext Growth and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with those obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement in light of the Company’s stated M&A strategy and the growth opportunities currently available to the Company. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.
The board of directors in the Company has resolved to propose to the general meeting to resolve a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of the end of trading 7 April 2022 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of 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. Further information, including summons to the extraordinary general meeting, will be published separately at a later point in time.
Advisors:
SpareBank 1 Markets AS acted as Sole Bookrunner in the Private Placement, Kvale Advokatfirma DA acted as legal counsel to the Company and SANDS Advokatfirma DA acted as legal counsel to the Manager.
For more information, please contact:
Christian Pritchard, CEO Nortel
+47 96 62 99 66
cp@nortel.no
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by CFO Dag Normand Nåheim on 8 April 2022 at 00:10 CEST on behalf of the Company.
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 and/or to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
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 (EU) 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 believe 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 their 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 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 the 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 Managers nor any of their 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 its 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.