3.6.2022 00:17:37 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 2 June 2022 by Nordic Unmanned ASA (the “Company”) regarding a contemplated private placement of new shares (the “Offer Shares”) in the Company, with gross proceeds of NOK 50 – 80 million (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully placed, through an allocation of 3,636,363 new shares in the Company at a price of NOK 22 per share, for gross proceeds of NOK 80 million. The private placement was substantially oversubscribed.
The net proceeds from the Private Placement will be used to securing components and build inventory in the Company’s subsidiary AirRobot because of the Bundeswehr award, and 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.
The new shares in the Private Placement will be settled through a delivery versus payment transaction on or about 8 June 2022 with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to share lending agreements between the Company, the Manager, Wallcross AS, Jelsa Investering AS and Helgø Investering AS as share lenders (the “Share Lenders”). The share loans 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 tradable from allocation. 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”). Following registration of the share capital increase pertaining to the Private Placement with the NRBE, the Company will have 30,080,347 shares issued and outstanding, each with a par value of NOK 1.
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. When reaching this conclusion, the Board also emphasized that it intends to carry out the Subsequent Offering, as further described below.
The Board will consider carrying out a subsequent repair offering (the “Subsequent Offering”) of up to 1,363,636 new shares with gross proceeds of up to NOK 30 million, 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 7 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, is planned to take place before end of Q2, and it may also be contingent on publishing of a prospectus.
The following persons discharging managerial responsibilities (“Primary Insiders”) and close associates have been allocated Offer Shares:
Helgø Investering AS, 90,909 shares
Jelsa Investering AS, 90,909 shares
Wallcross AS, 11,364 shares
A stock exchange release on transactions carried out by Primary Insiders and close associates in accordance with the EU Market Abuse Regulation will be published separately.
The Private Placement was carried out on the basis of an accelerated bookbuilding process managed by SpareBank 1 Markets AS as sole bookrunner (the “Manager”).
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.
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, krw@nordicunmanned.com
Trond Østerhus, CFO, +47 95 99 08 79, to@nordicunmanned.com
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
