NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
11 January 2023: Endúr ASA (“Endúr” or the “Company“) has received committed bank financing of approx. NOK 700 million and intends to re-finance its existing Bonds (as defined below). In connection therewith, the Company has engaged Pareto Securities AS and SpareBank 1 Markets AS as joint bookrunners (jointly, the “Managers“) to advise on and effect a contemplated private placement (the “Private Placement“) of new shares in the Company (the “Offer Shares“) to raise gross proceeds of approx. NOK 130-160 million (the “Offer Size“).
COMMITTED BANK FINANCING
Following the acquisitions of BMO Entreprenør AS, Artec Aqua AS and Marcon Gruppen i Sverige AB in late 2020 / early 2021, and the related issuance of senior secured open callable NOK 1,100 million bonds 2021/2025 with ISIN NO0010935430, later reduced to a net principal amount of NOK 810 million (the “Bonds“), the Company and its subsidiaries (together, the “Group“) have been through a transitional period which has involved both changes in the Company’s management, divestments of non-core and unprofitable subsidiaries and strong operational and financial performance from the Company’s remaining subsidiaries. As communicated in the Company’s presentations of quarterly financial results for Q1 and Q2 2022, the Company has thoroughly assessed the market for alternative sources of debt-financing and is now announcing its contemplated re-financing, expected to be completed within Q1 2023.
Committed bank financing:
The Company is pleased to confirm that it has received committed bank financing of a total of approx. NOK 700 million from a syndicate consisting of SpareBank 1 SR-Bank ASA and Sparebank 1 SMN. The committed bank financing includes inter alia a NOK 250 million term loan (“Facility A“), a SEK 300 million term loan (“Facility B“) and a NOK 150 million overdraft facility (“Facility C“) (together, the “Facilities“). Conditions precedent for making a drawdown of the Facilities are inter alia that the Company has (i) entered into full-form loan agreements for the Facilities, expected by 31 March 2023, and (ii) completed an equity issue with gross proceeds of a minimum of NOK 50 million (the “Equity Condition Precedent“).
Facility A and B will have 3-year maturity with quarterly instalments of NOK 12 million and SEK 13 million, respectively. However, the first instalments will be made in Q4 2023.
3-month STIBOR and NIBOR will serve as reference rates for the Facilities.
The Facilities will be subject to the following financial covenants:
- Equity ratio > 30%
- NIBD/EBITDA < 3.25 until 31.12.2023
- NIBD/EBITDA < 3.00 until 30.06.2024
- NIBD/EBITDA < 2.75 until 30.09.2024
- NIBD/EBITDA < 2.50 until maturity
The following interest rate margins will apply for Facility A and Facility B:
- NIBD/EBITDA 0.00 – 2.00: 3.55% p.a.
- NIBD/EBITDA 2.01 – 2.50: 3.60% p.a.
- NIBD/EBITDA 2.51 – 3.00: 3.80% p.a.
- NIBD/EBITDA 3.01 – 3.25: 4.05% p.a.
The following interest rate margins will apply for Facility C:
- NIBD/EBITDA 0.00 – 2.00: 3.05% p.a.
- NIBD/EBITDA 2.01 – 2.50: 3.10% p.a.
- NIBD/EBITDA 2.51 – 3.00: 3.30% p.a.
- NIBD/EBITDA 3.01 – 3.25: 3.55% p.a.
The Facilities will be deemed senior and the Company’s shares in certain of its subsidiaries, as well as certain underlying assets, will be pledged as collateral.
The funds to be made available under the Facilities will be used to re-finance the Bonds, including an early call premium of 3.68% (equalling approx. NOK 30 million) and serve as funding for net working capital. Excluding transaction costs, the planned re-financing, will yield a net cash outflow from the Company of approx. NOK 110-140 million.
The re-financing will provide a significant reduction in the Company’s interest expenses, both by way of lower interest rate margins (the Bonds currently have a margin of 7.25% p.a.) and a reduction in gross interest-bearing debt.
THE CONTEMPLATED PRIVATE PLACEMENT
Through the contemplated Private Placement, the Company will satisfy the Equity Condition Precedent. The net proceeds to the Company from the Private Placement will, together with the new bank debt (the Facilities), be used to refinance the Bonds as well as for general corporate purposes.
Certain large existing shareholders in the Company (including the largest shareholder Artec Holding AS which currently owns approx. 27.84% of the Company’s shares) have on certain conditions collectively pre-committed to subscribe for Offer Shares for approx. NOK 86 million in the Private Placement. In addition, certain members of the Company’s management and Board have collectively pre-committed to subscribe for Offer Shares for approx. NOK 2 million in the Private Placement. The pre-committing investors (the “Pre-Committing Investors”) are expected to be allocated Offer Shares equal to at least their existing pro rata shareholding the Company.
Jeppe Raaholt, CEO of Endúr, comments: “We are thrilled to announce that Endúr successfully is re-financing its existing bond loan with bank facilities, in a generally tough credit market. This serves as a testament to the strong operational and financial development of the Group over the last year. The re-financing will increase earnings per share materially, strengthen our balance sheet and provide a far more flexible financing for current and future operations and investments. We are also pleased to see that our largest shareholders share our belief in both the Group’s outlook and the re-financing process, given their significant commitments in relation to our contemplated private placement“.
Timeline and terms of the Private Placement
The bookbuilding and application period for the Private Placement commences today, 11 January 2023, at 16:30 CET, and is expected to close on 12 January 2023 at 08:00 CET (the “Bookbuilding Period“). The Company may, at its sole discretion, extend or shorten the Bookbuilding Period at any time and for any reason without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein might be changed accordingly.
The price per Offer Share in the Private Placement (the “Offer Price“), as well as the conditional allocation of Offer Shares, will be determined by the Board in its sole discretion after completion of the Bookbuilding Period, following advice from the Managers.
Allocation will be based on criteria such as (but not limited to) pre-commitments (as further described above), existing ownership in the Company, price leadership, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. However, the Company may, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent permitted by applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act (the “STA“) and ancillary regulations. Further selling restrictions and transaction terms will apply.
The Managers have received a lock-up undertaking from the Company for a period of 6 months from today, subject to customary exemptions including inter alia for the issuance of shares in the Private Placement and, if applicable, the Subsequent Offering (as defined below) as well as M&A financing.
Timeline and settlement:
The Private Placement will be divided in two tranches: A first tranche consisting of up to 2,599,999 Offer Shares (“Tranche 1“), which equals the maximum number of shares the Board may issue pursuant to the authorization granted by the annual general meeting in the Company on 20 May 2022 (the “Board Authorization“), and a second tranche with a number of Offer Shares that corresponds to a total transaction (i.e. both tranches) equal to the Offer Size (“Tranche 2“), to be issued by the EGM (as defined below).
Since the Pre-Committing Investors will receive their entire allocation in Tranche 2, the other applicants are expected to receive their entire allocation of Offer Shares in Tranche 1.
Settlement of Offer Shares in Tranche 1 is expected to take place on or about 16 January 2023, and settlement of Offer Shares in Tranche 2 is expected to take place on or about 6 February 2023, subject to a resolution by the EGM. Both Tranche 1 and Tranche 2 are expected to be settled on a delivery-versus-payment basis with existing and unencumbered shares in the Company, that are already listed on Oslo Børs, pursuant to a share lending agreement (the “Share Loan“) between the Company, the Managers and Artec Holding AS (the “Share Lender“). The Share Loan will be settled with (i) new shares in the Company to be resolved issued by the Board pursuant to the Board Authorization (Tranche 1), and (ii) new shares in the Company to be issued following, and subject to, a resolution by the EGM (Tranche 2). A portion of the new shares redelivered to the Share Lender in Tranche 2 may be issued on a separate ISIN and will not be tradable on Oslo Børs until a prospectus has been approved by the Financial Supervisory Authority of Norway.
The Offer Shares allocated to applicants in Tranche 1 will thus be tradable from notification of allocation, expected on or about 12 January 2023, and the Offer Shares allocated to applicants in Tranche 2 will be tradeable after, and subject to, a resolution by the EGM, expected on or about 2 February 2023.
Subject to a successful completion of the Bookbuilding Period, the Board will announce the Offer Price and the number of Offer Shares allocated, expected prior to opening of trading hours on Oslo Børs tomorrow, 12 January 2023. Shortly thereafter, the Board will call for an extraordinary general meeting to be held on or about 2 February 2023 (the “EGM“) for purposes of inter alia resolving to issue the Offer Shares in Tranche 2 and, if applicable, to authorize the Board to issue new shares in the contemplated Subsequent Offering (see below) (the “EGM Resolutions“).
Conditions for completion of the Private Placement:
The completion of Tranche 1 is subject to a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization. The completion of Tranche 2 is subject to the completion of Tranche 1 and a resolution by the EGM to issue the Offer Shares in Tranche 2 of the Private Placement. Further to this, completion of the Private Placement by delivery of Offer Shares to applicants is subject to the Board resolving to consummate the Private Placement and allocate the Offer Shares (conditionally in respect of Tranche 2). The completion of Tranche 1 is not conditional upon or will otherwise be affected by the completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed.
The Company reserves the right in its sole discretion to cancel the Private Placement as a whole (including Tranche 1), or just Tranche 2, if the relevant conditions are not fulfilled.
The Private Placement has been considered by the Board in light of the equal treatment obligations under section 5-14 of the STA, section 2.1 of the Oslo Rule Book II and Oslo Børs’ Guidelines on the rule of equal treatment. The Board is of the opinion that it is in compliance with these requirements and guidelines. By structuring the equity raise as a private placement, the Company is able to complete the equity raise and fulfil the Equity Condition Precedent in a manner that is efficient and closely coordinated with the refinancing of the Company’s Bonds. Furthermore, the Private Placement is launched after the Company has received pre-commitments from the Pre-committing Investors and following a pre-sounding process with a limited number of investors to reduce transaction risk, and the Private Placement is subject to marketing through a publicly announced bookbuilding process, which secures a market-based offer price. In addition, the issuance of Offer Shares in Tranche 2 of the Private Placement is conditioned upon a resolution by the EGM at which the Company’s shareholders will be given an opportunity to express their opinion and vote over the related share capital increase. Finally, in order to limit the dilutive effect of the Private Placement, the Board will consider to propose to carry out the Subsequent Offering directed towards certain shareholders who do not participate in the Private Placement (see details below). On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk and available alternatives, the Board is of the opinion that the Private Placement, including the waiver of the preferential rights inherent to the Private Placement, is in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, the EGM resolving the EGM Resolutions and certain other conditions, resolve to carry out a subsequent offering of new shares in the Company at the Offer Price (the “Subsequent Offering“). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 11 January 2023 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Completion of a Subsequent Offering will be subject to approval by the Board, based on an authorization granted by the EGM.
TRADING UPDATE AND INVESTOR PRESENTATION
On 24 February 2023, the Company will issue its full financial results as of and for the fourth quarter of 2022. Preliminary, for Q4 2022, the Company expects to report consolidated revenues in the range of NOK 550 – 600 million and an adjusted EBITDA in the range of NOK 52 – 57 million, with a leverage ratio (NIBD/EBITDA) in the range of 2.5 – 2.7. For FY 2022, this indicates an annual revenue of the Company in the range of NOK 2,392 – 2,442 million and an annual adjusted EBITDA in the range of NOK 227 – 232 million.
An investor presentation is attached to this notice and will be made available on the Company’s webpage.
For further information, please contact:
Media – Jeppe Raaholt, CEO, tel: +47 976 69 759
Investors – Einar Olsen, CFO, tel: +47 924 01 787
Pareto Securities AS and SpareBank 1 Markets AS act as joint bookrunners in the Private Placement. Wikborg Rein Advokatfirma AS acts as legal counsel to the Company in connection with the Private Placement and the re‑financing process.
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 Lysaker, Bærum, Norway. See www.endur.no
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 of the STA. This stock exchange notice was published by Einar Olsen, CFO of Endúr ASA, on 11 January 2023 at 16:30 CET.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aim”, “expect”, “anticipate”, “intend”, “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, 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.