NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
Oslo, 9 November 2015
Reference is made to the stock exchange release from
NRC Group ASA ("NRC Group" or the "Company") published
earlier today regarding the binding agreement to
acquire 100% of the shares of Segermo Entreprenad
Aktiebolag ("Segermo") (the "Acquisition").
In order to finance the cash component of the
Acquisition and to raise additional equity for the
further development of the Company, NRC Group has
retained Arctic Securities AS, Carnegie AS and DNB
Markets as Joint-Lead Managers and Joint Bookrunners
(the "Managers") to advise on and effect an
undocumented private placement of new shares and
existing shares held in treasury (the "Private
Placement"). The subscription price in the Private
Placement is NOK 40.00 per share.
The Private Placement, with target gross proceeds of
NOK 185 million, will be divided into a Tranche 1
consisting of 2,770,000 new shares (representing
approximately 10% of the capital of the Company after
the closing of the previously announced acquisitions
of Litz Entreprenad AB and Elektrobyggnad Sverige AB)
and 250,000 treasury shares, and a Tranche 2
consisting of up to an additional 1,605,000 new
shares. The new share issue component of Tranche 1 is
fully underwritten by a consortium consisting of
several of the Company's largest existing
shareholders, including Datum AS ("Datum") and Urbex
Invest AS, as well as new investors of institutional
capacity (the "Underwriters"). The Underwriters have
also provided pre-subscriptions and pre-commitments at
a level resulting in an oversubscription of Tranche 1
of the Private Placement. This includes pre-
subscriptions and pre-commitments in an aggregate
amount of approximately NOK 50 million from Datum AS,
the proposed new Chairman of the Board, Helge Midttun
and certain other primary insiders.
The application period for the Private Placement opens
today at 16:30 CET and closes 10 November 2015 at
08:00 CET. The Managers may, however, at any time
resolve to close or extend the bookbuilding period at
its sole discretion and on short notice. The minimum
order in the Private Placement has been set to the
number of shares that equals an aggregate purchase
price of NOK 1 million.
The completion of Tranche 1 of the Private Placement
is subject to approval by the Board of Directors.
Tranche 1 will be settled with existing and
unencumbered shares in the Company that are already
listed on the Oslo Stock Exchange, pursuant to a share
lending agreement between the Managers, the Company
and Datum or in the form of treasury shares. The
shares delivered to the subscribers in Tranche 1 will
thus be tradable from allocation. The Managers will
settle the share loan with new shares in the Company
to be issued by the Board of Directors pursuant to an
authorisation given by the Extraordinary General
Meeting held 10 August 2015. The completion of the
potential Tranche 2 of the Private Placement is
subject to the approval by an Extraordinary General
Meeting (the "EGM") to be called for shortly after the
completion of the Private Placement.
The Board of Directors intends to propose to the EGM
to conduct a subsequent offering directed towards
shareholders in the Company as of close of trading
today, 9 November 2015 (and as registered in the VPS
on 11 November 2015) who were not allocated shares in
the Private Placement, and who 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
(the "Subsequent Offering"). The subscription price in
the Subsequent Offering will be equal to the
subscription price in the Private Placement. It is
expected that up to up to 375,000 shares will be
issued in the Subsequent Offering, resulting in gross
proceeds of up to NOK 15 million. The Company expects
that the subscription period for the Subsequent
Offering will commence shortly after the EGM.
Existing shareholders of the Company holding more than
2/3 of the outstanding shares in the Company have
already committed to vote in favour of Tranche 2 and
the Subsequent Offering on the EGM and have undertaken
to not dispose any of its shares before the EGM.
The waiver of existing shareholders' preferential
rights inherent in a private placement is considered
necessary in the interest of time and in order to
ensure the completion of the Acquisition.
For further information, please contact:
Kristian Lundkvist
Chairman of the Board
Mobile: (+47) 97 77 71 77
Important information:
The release is not for publication or distribution, in
whole or in part directly or indirectly, in or into
Australia, Canada, Japan or the United States
(including its territories and possessions, any state
of the United States and the District of Columbia).
This release is an announcement issued pursuant to
legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of
the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or
form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned
herein have not been, and will not be, registered
under the United States Securities Act of 1933, as
amended (the "Securities Act"). The securities may not
be offered or sold in the United States except
pursuant to an exemption from the registration
requirements of the Securities Act. The Company does
not intend to register any portion of the offering of
the securities in the United States or to conduct a
public offering of the securities in the United
States. Copies of this announcement are not being made
and may not be distributed or sent into Australia,
Canada, Japan or the United States. The issue,
exercise, purchase or sale of subscription rights and
the subscription or purchase of shares in the Company
are subject to specific legal or regulatory
restrictions in certain jurisdictions. Neither the
Company nor the Managers assumes 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. The Managers are acting for the Company
and no one else in connection with the Private
Placement 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 and/or any
other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in
connection with this release may contain certain
forward-looking statements. By their nature, forward-
looking statements involve risk and uncertainty
because they reflect the Company'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.
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