16.3.2021 08:19:23 CET | Nordic Unmanned | Additional regulated information required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Sandnes, 16th of March 2021 – Reference is made to the stock exchange announcement published one the 4th March 2021 by Nordic Unmanned AS (the “Company”), regarding the successful completion of a NOK 100 million private placement and announcing a separate private placement of new shares (the “Offer Shares”) in the Company, with estimated gross proceeds of up to NOK 3 million (the “Private Placement”) directed toward the employees of the Company.
Nordic Unmanned is pleased to announce that the Private Placement has been successfully completed, through an allocation of 124,931 new shares in the Company at a price of NOK 27.65 per share, equal to the subscription price for the shares in the private placement completed on 4 March 2021, less 30%, and with a three-year lock-up undertaking. The gross proceeds of the Private Placing is NOK 3,454,000. There was a higher internal interest in the Private Placement than expected and among the 41 subscribers the management team increased its shareholding by 32,096 new shares. 5 board members also took part in the private placement with a total increased shareholding of 13,560 shares.
“The private placements improve our ability to take a leadership role in the fragmented European drone industry, and I’m delighted to see so many of our growing team buying into our strategy by taking part. It has been, and continues to be, of great importance to engage our people through ownership in Nordic Unmanned and let employees take part in our private placements,” said CEO of Nordic Unmanned Knut Roar Wiig.
SpareBank 1 Markets AS (the “Manager”) has been retained as sole bookrunner to advise on and carry out the Private Placement.
Allocation to investors and payment instructions is expected to be communicated on or about 16 March 2021. The Offer Shares will be settled with a corresponding number of new shares in the Company which were resolved issued by the Company’s Board of Directors on the 15th of March 2021 in accordance with the authorisation granted by the Company’s extraordinary general meeting held on the 24th November 2020. Following registration of the share capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 22,843,608 divided into 22,843,608 shares, each with a nominal value of NOK 1.00.
Important NoticeThis 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.
Disclaimer
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
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 as a UAV and sensor operator.
For more information visit nordicunmanned.com
Attachments
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