NRC Group ASA – Successful completion of private placement
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.
Oslo, 10 September 2024
Reference is made to the stock exchange announcement published by NRC Group ASA (the "Company") today regarding the Company contemplating a private placement of new shares (the "Offer Shares") to raise gross proceeds of NOK 200 million to strengthen the liquidity position, to mitigate potential impact of ETM and support the new strategic roadmap (the "Private Placement").
The Company hereby announces the successful completion of the Private Placement of 80,000,000 Offer Shares at an offer price of NOK 2.50 per share (the "Offer Price") for gross proceeds of NOK 200 million. The Private Placement attracted strong interest from both existing shareholders as well as new high-quality investors and was significantly oversubscribed.
The Company has engaged ABG Sundal Collier ASA and Danske Bank, Norwegian Branch as joint bookrunners and managers (together, the "Managers") to assist the Company in the Private Placement.
Following completion of the Private Placement, the Company will have a share capital of NOK 152,954,549 divided on 152,954,549 shares, each with a nominal value of NOK 1.00.
The following primary insiders have subscribed for and been conditionally allocated Offer Shares in the Private Placement at the Offer Price:
- Anders Gustafsson, CEO, for NOK 1,000,000;
- Åsgeir Nord, CFO, for NOK 300,000
- Rolf Jansson, Chairman of the board, for NOK 200,000
- Karin Bing Orgland, member of the board, for NOK 200,000
- Mats Williamson, member of the board, for NOK 200,000
- Tove Pettersen, member of the board, for NOK 100,000
- Outi Henriksson, member of the board, for NOK 100,000
- Heikki Allonen, member of the board, for NOK 100,000
- Eva Nygren, member of the board, for NOK 100,000
Notification of conditional allocation will be sent to investors on or about 11 September 2024. Allocated Offer Shares are expected to be settled on or around 7 October 2024 through a delivery versus payment transaction on a T+3 basis. To facilitate swift settlement of Offer Shares in the Private Placement, a customary pre-funding agreement has been entered into between the Company and the Managers (the "Pre-Funding Agreement").
The Offer Shares will be settled in two tranches as the total number of Offer Shares to be issued in the Private Placement will result in the Company being required to publish a listing prospectus in accordance with the requirements in the EU Prospectus Regulation: (i) tranche 1 will consist of up to 14,590,900 Offer Shares, equal to the number of Offer Shares that can be issued and listed without triggering the requirement of publishing a listing prospectus ("Tranche 1"); and (ii) tranche 2 will consist of the remaining part of the Offer Shares ("Tranche 2" and together with Tranche 1, the "Tranches"). The Offer Shares in Tranche 1 will be tradeable on Oslo Børs upon issuance, and the Offer Shares in Tranche 2 will be issued on a separate, temporary ISIN pending approval by the Norwegian Financial Supervisory Authority of a listing prospectus and will thus not be listed or tradeable on Oslo Børs until such listing prospectus has been published. Settlement for the Tranches is expected to take place shortly after the EGM. The share capital increase pertaining to the Tranches is expected to be registered by the Norwegian Register of Business Enterprises on or about 3 October 2024. The Offer Shares allocated in the Tranches will not be delivered to, nor tradable by, the respective applicant until the necessary registration is completed. For Tranche 2, the allocated Offer Shares will also remain non-tradable after delivery until a listing prospectus is approved by the Norwegian Financial Supervisory Authority and published by the Company.
Completion of the Private Placement is subject to: (i) all necessary corporate resolutions being validly made by the Company, including the Board resolving to proceed with the Private Placement and to conditionally allocate the Offer Shares, (ii) an extraordinary general meeting in the Company (the "EGM") resolving to approve the Private Placement and issue the Offer Shares, (iii) the Offer Shares having been fully paid and legally issued; and (iv) the Pre-Funding Agreement remaining in full force and effect (jointly, the "Conditions"). The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the Conditions having been met.
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. 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 the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. Further, a private placement will reduce execution and completion risk and allows for the Company to utilize current market conditions and raise capital more quickly, at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement. On this basis the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
The Company intends to carry out a subsequent offering (the "Subsequent Offering") with non-tradeable subscription rights of up to 20,000,000 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 10 September 2024 (as registered in the VPS on 12 September 2024) who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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. Oversubscription and subscription without subscription rights will be allowed. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the EGM to authorize the Company's board of directors to carry out the Subsequent Offering, and the approval by and publication of an offering prospectus.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation.
Important information:
This 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. 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.
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 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 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 “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (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 (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.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 believe 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 their 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 Company does not make any guarantee 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 the 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. 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. 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 announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.