Nordic Unmanned: Private placement successfully completed

29.9.2021 22:39:37 CEST | Nordic Unmanned | Additional regulated information
required to be disclosed under the laws of a member state

Sandnes, 29 September 2021 - Reference is made to the stock exchange
announcement published 29 September 2021 by Nordic Unmanned AS (the "Company"),
announcing a contemplated private placement of new shares (the "Offer Shares")
in the Company, with gross proceeds of up to NOK 100 million (the "Private
Placement").

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.

Nordic Unmanned is pleased to announce that the Private Placement has been
successfully completed, through an allocation of 2,816,901 new shares in the
Company at a price of NOK 35.5 per share. The gross proceeds of the Private
Placing are NOK 100 million. The Private Placement was substantially
oversubscribed at the NOK 35.5 price point.

The net proceeds from the private placement will be used to accelerate the
pursuit of several potential M&A opportunities, fleet growth following awards,
product development and general corporate purposes. 

The Company's Board of Directors has also decided to initiate a process to
transfer its listing venue from Euronext Growth to Oslo Børs. An uplisting
reflects the company's growth and substantial shareholder base. It is expected
to contribute to increased visibility, and better liquidity through access to a
larger investor universe. The uplisting is expected to take place during the
first half of 2022. 

Notification of allotment of the Offer Shares including settlement instructions
will be sent to the applicants through a notification from the Manager on or
around 30 September 2021. The new shares in the Private Placement will be
settled through a delivery versus payment transaction on or about 4 October 2021
with existing and unencumbered shares in the Company that are already admitted
to trading on Euronext Growth, pursuant to a share lending agreement between the
Company, Skaulen AS, Urbanium Gruppen AS, Petroleum Logistics Consulting AS, and
SpareBank 1 Markets AS. The Offer Shares will be tradable from allocation. The
Manager will settle the share loan with a corresponding number of new shares in
the Company to be issued by the board pursuant to the authorisation granted by
the Company's annual general meeting on 26 May 2021. Following registration of
the share capital increase pertaining to the Private Placement with the
Norwegian Register of Business Enterprises, the Company will have 25,660,509
shares issued and outstanding, each with a par value of NOK 1 (i.e. excluding
the 123,179 new ordinary shares to be issued in connection with the completion
of the acquisition of Ecoxy AS as announced on 21 September 2021).

The Private Placement implies a deviation from the pre-emptive rights of the
existing shareholders of the Company under the Norwegian Private Limited
Companies Act. The board has considered this and is of the view that it would be
in the best interest of the Company and its shareholders to deviate from the
existing shareholders' pre-emptive right to the new shares in the Private
Placement, and that this would also be in compliance with the requirements in
the Norwegian Private Limited Companies Act on equal treatment of shareholders
and the prohibition against giving anyone an unreasonable advantage at the
Company's or the shareholders' expense and the obligation relating to equal
treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part
II and Oslo Børs' Circular no. 2/2014. In reaching this conclusion, the board
inter alia emphasized that:

? the subscription price of NOK 35.5 per Offer Share is based on the investor
interest obtained following a pre-sounding of the Private Placement with
wall-crossed investors and a publicly announced accelerated book-building
process conducted by investment banks, and the subscription price represents
professional investors' view of the market price for the Company's shares in a
share offering of this size;
? the subscription price represented a smaller discount to the prices at which
the Company's shares had been traded on Euronext Growth in the recent period
prior to the announcement of the Private Placement (approx. 7.6% discount to
WVAP of approx. NOK 38.43 the last ten trading days) and the number of new
shares issued in the Private Placement implies that the dilutive effect of the
Private Placement is limited at less than 11%.
? all identifiable existing shareholders participating in the Private Placement
were allocated shares equal to at least their pro-rata ownership in the Company
and the Private Placement does not significantly affect the balance of power in
the existing shareholder base. Further a substantial amount of the Company's
existing shareholders was offered to participate in the Private Placement.
? a share issue in the form of a private placement enabled the Company to
capitalise on current market conditions which were deemed beneficial to the
interest of the Company and its shareholders. Such benefits would not be
obtainable by structures with longer lead time, higher costs and execution risks
such as a rights offering.

Based on the above, the Company is not contemplating to carry out a subsequent
share issue directed towards shareholders not participating in the Private
Placement. 

Save for the Offer Shares to be issued in the Private Placement and the employee
offering and, if relevant, new shares to be issued in any subsequent offering,
the 12 months lock-up undertaking of the Company entered into in connection with
the admission to trading on Euronext Growth Oslo will continue to remain in full
force and effect for the remainder of its duration.

SpareBank 1 Markets AS (the "Manager") has been retained as sole bookrunner to
advise and carry out the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company 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, [email protected] 
 * Trond Østerhus, CFO, Nordic Unmanned AS, +47 95 99 08 79,
   [email protected] 

ABOUT NORDIC UNMANNED

Nordic Unmanned delivers comprehensive data solutions through industry leading
expertise, to assist both public and private customers in the transition to
unmanned technology. The focus is to support demanding clients by collecting
time-critical data with the use of unmanned technology.

Founded in 2014, the company has offices in Sandnes, Oslo, and Frankfurt, and
has quickly become one of Europe's leading providers of unmanned systems and
services, with operations across the continent. The company is ISO 9001-2015
certified by DNV-GL for the operation, maintenance, sale, design, development
and production of unmanned systems and sensor technology. and sensor technology.

For more information visit nordicunmanned.com - https://nordicunmanned.com/

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange

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