* Correction relates to the gross proceeds of the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
Reference is made to the stock exchange announcement published on
The Company is pleased to announce that the Private Placement has been successfully placed, through an allocation of 11,666,666 new shares in the Company at a price of
The net proceeds to the Company from the Private Placement will be used for investments in assets, equipment and maintenance packages for certain contracts, working capital needs until full contract production in mid-2023 and to reduce short-term debt.
Completion of the Private Placement (by issue and delivery of
The Private Placement will be cancelled if the Conditions are not met. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Offer Shares are expected to be pre-paid by the Managers pursuant to a pre-payment agreement (the "Pre-Payment Agreement") expected to be entered into between the Company and the Managers, in order to facilitate prompt registration of the share capital increase pertaining to the issue of
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, which the Company will utilise for the purposes of investments in assets, equipment and maintenance packages for certain contracts, working capital needs until full contract production in mid-2023 and to reduce short-term debt, is in the common interest of the shareholders of the Company. When reaching this conclusion, the Board also emphasized that it will consider to carry out the Subsequent Offering (as defined below), as further described below, depending on, amongst other things, the development in the market price of the Company’s shares following settlement of the Private Placement.
The Company will consider, subject to completion of the Private Placement and certain other conditions, to carry out a subsequent repair offering of up to 11,666,666 new shares at a price equal to the final
Skaulen AS (100% owned by the Company's CEO,
The Company and the members of the Company's management and Board have agreed to a 6 month lock-up, subject to customary exemptions, exception for Skaulen AS in connection with the share transaction between primary insiders described below, and an exemption to carry out a Subsequent Offering.
A
ADVISORS
CONTACTS
*
* Trond Østerhus, CFO, +47 95 99 08 79, to@nordicunmanned.com
ABOUT
Founded in 2014, the Group has offices in Sandnes, Molde,
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
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
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 Managers 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 Managers 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
DISCLOSURE
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This
Original release
Nordic Unmanned - Private placement successfully placed
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