NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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.
Reference is made to the stock exchange announcement published by NRC Group ASA ("NRC" or the "Company") on 12 February 2020 regarding a contemplated private placement of new shares. The Company hereby announces that it has raised approximately NOK 700 million in gross proceeds through a private placement (the "Private Placement") of 18,918,919 new shares (the "New Shares"), at a price per share of NOK 37. The Private Placement took place through an accelerated bookbuilding process after close of markets on 12 February 2020 and will be carried out in in two separate tranches; 10,675,719 New Shares in tranche 1 (“Tranche 1”) and 8,243,200 New Shares in tranche 2 (“Tranche 2”).
The net proceeds from the Private Placement will enhance the financial strength and flexibility of the Company, and will also be used for general corporate purposes.
The following primary insiders were allocated New Shares in the Private Placement:
VR-Yhtymä Oy, represented on the Board by Bo Rolf Fredrik Jansson, was allocated 3,458,462 New Shares. After completion of the Private Placement, VR-Yhtymä Oy will own 13,336,415 shares, corresponding to 18.28% of the share capital of the Company before the subsequent offering.
Datum AS, represented on the Board by Harald Arnet, was allocated 454,054 New Shares. After completion of the Private Placement, Datum AS will own 1,754,054 shares, corresponding to 2,41% of the share capital of the Company before the subsequent offering.
Henning Olsen, CEO of NRC Group, was allocated 13,514 New Shares. After completion of the Private Placement, Henning Olsen will own 41,514 shares, corresponding to 0.06% of the share capital of the Company before the subsequent offering.
The New Shares in Tranche 1 will be issued by the Board pursuant to an authorisation given by the Company’s annual general meeting held on 8 May 2019. The completion of Tranche 2 is subject to the approval by the EGM to be summoned shortly after conditional allocation in the Private Placement has occurred. Existing shareholders being allocated shares in the Private Placement undertake to vote in favour of the approval of issuance of shares in Tranche 2 at the EGM. Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Board reserves the right to cancel the Private Placement at any time and for any reason prior to delivery of the new shares.
The share capital increase pertaining to Tranche 1 of the Private Placement is expected to be registered by the Norwegian Register of Business Enterprises on or about 14 February 2020. The Managers will pre-pay the total subscription amount in Tranche 1 in order to facilitate delivery-vs-payment settlement. However, the allocated shares in Tranche 1 will not be delivered to, and tradable by, the relevant applicant before such registration has taken place. Tranche 2 will be settled with New Shares issued following and conditional upon approval by an EGM in the Company to be held on or about 9 March 2020 (the “EGM”). The new shares delivered in Tranche 2 will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published, expected in mid-March 2020. Following registration of the new share capital pertaining to Tranche 1 of the Private Placement, the Company will have 64,711,349 shares outstanding, each with a par value of NOK 1.00. Following registration of the new share capital pertaining also to Tranche 2 of the Private Placement, the Company will have 72,954,549 shares outstanding, each with a par value of NOK 1.00.
The Board of Directors will, subject to being granted the necessary authorisation by the EGM, propose to carry out a subsequent offering of up to 1,891,892 new shares, directed towards shareholders in the Company as of 12 January 2020 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 14 February 2020) who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement of NOK 37 per share.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the subsequent offering, the Board of Directors has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp acted as joint bookrunners (together the “Managers”) for the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Dag Fladby, Chief Financial Officer, NRC Group ASA on tel: +47 90 89 19 35.
About NRC Group
NRC Group is the largest rail infrastructure entrepreneur in the Nordic region. NRC Group has experienced significant growth since its inception in 2011 and has regional offices throughout Norway, Sweden and Finland. The company is headquartered at Lysaker, nearby Oslo, in Norway. NRC Group is listed on the Oslo Stock Exchange under ticker "NRC". The company's chief executive officer is Henning Olsen.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
The Managers are acting for the Company in connection with the Private Placement 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 providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.
This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect NRC's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
+47 91 74 15 92henning.olsen[at]nrcgroup.com