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Endur ASA

Endúr ASA: Private placement of NOK 170m successfully completed

By 16.11.2021November 7th, 2023No Comments

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.

Oslo, 15 November 2021. Reference is made to the stock exchange announcement by Endúr ASA (“Endúr” or the “Company”) published on 15 November 2021 regarding a contemplated private placement (the “Private Placement”).

Endúr is pleased to announce that the Private Placement has been successfully completed and raised gross proceeds to the Company of NOK 170 million, through the allocation of 226,666,667 new ordinary shares (the “Offer Shares”) at a price of NOK 0.75 per share (the “Offer Price”).

The Private Placement was well received by both existing shareholders and new investors. The net proceeds from the Private Placement will be used for repayment of debt and general corporate purposes.

Allocation to investors will be communicated on 16 November 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on 18 November 2021. Offer shares in the Private Placement will be settled with existing and unencumbered shares in the Company, pursuant to a share lending agreement between Arctic Securities AS, Artec Holding AS and the Company (the “Share Lending Agreement”). The Offer Shares will thus be tradable from allocation. The share loan will be settled with a corresponding number of new shares in the Company which the board of directors of the Company today resolved to issue at the Offer Price pursuant to an authorization granted by the Company’s extraordinary general meeting held on 13 October 2021.

The Company 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 received 137,194,013 shares in the Private Placement, corresponding to approx. NOK 103 million. Detailed information on trades by PDMRs and close associates will be disclosed separately.

Following registration of the share capital increase pertaining to the issue of the Offer Shares in the Norwegian Register of Business Enterprises, the Company will have 1,363,737,157 outstanding shares, each with a par value of NOK 0.01.

As discussed in the stock exchange announcement on 15 November 2021, the Company will consider carrying out a subsequent offering at the Offer Price with non-tradeable subscription rights of up to 40,000,000 new shares in the Company towards existing shareholders in the Company as of 15 November 2021 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated 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. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. When determining the size of the potential subsequent offering, the board has also taken into consideration that a number of the larger existing shareholders have participated or been invited to participate in the Private Placement.

Arctic Securities AS and SpareBank 1 Markets AS acted as Joint Lead Managers and Bookrunners in connection with the Private Placement. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Private Placement.

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 16 November 2021 at 07.00 CET.

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.

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