NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Contemplated private placement
Endúr ASA (“Endúr ” or the “Company”) has retained Arctic Securities AS and SpareBank 1 Markets AS as Joint Lead Managers and Bookrunners (together the “Managers”) to advise on and effect a contemplated private placement to raise gross proceeds between NOK 140 – 170 million through the issuance of new ordinary shares (the “Offer Shares”) in the Company (the “Private Placement”) after the close of trading on Oslo Børs today, 15 November 2021.
The Private Placement
The Company has received pre-commitments from certain of the Company’s largest shareholders, including management in key subsidiaries BMO Entreprenør, Artec Aqua and Marcon (the “Pre-committed Shareholders”) of approx. NOK 130 million in the Private Placement. The Pre-committed Shareholders will in no event be allocated less than their pro-rata ownership corresponding to in aggregate approx. 58% of the pre-commitments of approx. NOK 130 million. The Pre-committed Shareholders have previously underwritten the subscription of the pre-committed amount and will receive an underwriting commission of 2% of the respective underwriting commitment paid in cash. The subscription price per share in the Private Placement is NOK 0.75.
The net proceeds from the Private Placement will be used for repayment of debt and general corporate purposes.
The number of Offer Shares in the Private Placement will be determined by the board of directors of the Company (the “Board”) following an accelerated bookbuilding process. The bookbuilding period of the Private Placement will commence on 15 November 2021 at 16:30 hours CET and is expected to close on 16 November 2021 at 08:00 hours CET.
The Private Placement will be directed towards Norwegian and international investors and institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Allocation of the Offer Shares will be determined at the end of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. The Board will focus on criteria such as (but not limited to) pre-commitments, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notice of allocation of Offer Shares is expected to be sent to investors on or about 16 November 2021.
The Company will announce the result of the Private Placement through a stock exchange announcement expected to be published before opening of trading on Oslo Børs, 16 November 2021.
Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, the Managers and Artec Holding AS. The allocated shares delivered to the subscribers will thus be tradable upon allocation. The share loan will be settled with new shares in the Company to be issued by the Board pursuant to an authorisation given by the Company’s extraordinary general meeting held on 13 October 2021 (the “Authorisation”), following satisfaction of the Conditions (as defined below).
Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the Company’s share capital by the issuance of the Offer Shares pursuant to the Authorisation, (ii) that the allocated Offer Shares having been fully paid and (iii) the share lending agreement not being terminated prior to allocation (together, the “Conditions”).
The Company and the Managers reserve 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 Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity in order to develop the Company and that such equity is raised through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner in the prevailing volatile capital market, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market-based subscription price should therefore be achieved. The Company intends to carry out a subsequent offering of new shares towards eligible existing shareholders, who did not participate in the Private Placement.
Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Private Placement.
For information about the Private Placement please contact the Managers.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Lasse B. Kjelsås, CFO of Endúr ASA, on 15 November 2021 at 16:30 CEST.
For further information, please contact:
Media
Jeppe Råholt, CEO of Endúr, tel: +47 976 69 759
Investors
Lasse B. Kjelsås, CFO of Endúr, tel: +47 908 49 772
About Endúr ASA
Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance projects and services for marine infrastructure, including facilities for land-based aquaculture, quays, harbours, dams, bridges and other specialised concrete and steel projects. The company and its subsidiaries also offer a wide range of other specialised project and marine services. Endúr ASA is headquartered in Bergen, Norway.
IMPORTANT INFORMATION
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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, these 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 its control. 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 such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
