2.6.2022 17:13:28 CEST | Nordic Unmanned | Additional regulated information required to be disclosed under the laws of a member state
Sandnes, 2 June 2022 – Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") contemplates a private placement of new shares (the "Offer Shares") in the Company, with gross proceeds between NOK 50-80 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.
SpareBank 1 Markets AS (the “Manager”) has been retained as sole bookrunner to advise on and carry out the Private Placement.
The net proceeds from the Private Placement will be used to securing components and build inventory in the Company’s subsidiary AirRobot due to the Bundeswehr award; 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.
“In the first quarter, our revenues grew by 54 percent, and we reached a positive net cash flow from operations as of May. Based on this and the proceeds from the private placement, we expect to be fully equity-financed to reach our 2025 target of EUR 400 million in revenue with an EBITDA margin above 20 percent. This puts us in an excellent position to capitalize on the growth opportunities, including an increasingly positive outlook within defence and security, which underpins our commitment to revenues in 2022 of about three times the 2021 level,” says Knut Roar Wiig, CEO of Nordic Unmanned.
The price for the Offer Shares (the “Offer Price”), indicated to be in the range of NOK 22 – 24 per Offer Share, in the Private Placement and the total number of Offer Shares will be determined by the Board of Directors of the Company (the “Board”) following an accelerated bookbuilding process.
The bookbuilding and application period for the Private Placement commences today at 16:30 hours (CEST), and is expected to close prior to 3 June 2022 at 08:00 hours (CEST). The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards a limited number of selected investors, in each case, subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Both existing shareholders and new investors have indicated to the Company an intent to subscribe for Offer Shares in the Private Placement, including members of the Company’s board of directors, including Wallcross AS, Helgø Investering AS and Jelsa Investering AS
Allocation of Offer Shares in the Private Placement will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, after consultation with the Manager. The Board may focus on allocation criteria such as (but not limited to), the Company’s shareholder structure, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality, price leadership and investment horizon.
The Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement between the Company, the Manager, and Wallcross AS, Jelsa Investering AS and Helgø Investering AS as share lenders (the “Share Lenders”). The share loan 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 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”).
The Company will announce the exact number of Offer Shares to be issued in the Private Placement through a stock exchange notice expected to be published before the opening of the trading on Euronext Growth Oslo on 3 June 2022.
Completion of the Private Placement is subject to (i) the Board’s resolution to proceed with the Private Placement, including, but not limited to, the Board’s resolution to (a) allocate the Offer Shares and (b) issue the Offer Shares pursuant to the Board Authorization, and (ii) the Manager receiving existing and unencumbered shares in the Company equal to the allocated Offer Shares from the Share Lenders.
The Private Placement may be cancelled if the relevant conditions are not fulfilled, and the Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason.
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.
Subject to completion of the Private Placement, the Company may carry out a subsequent repair offering (the “Subsequent Offering”) 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 2 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, may also be contingent on publishing of a prospectus.
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.
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 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 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.
Disclosure regulation
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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
