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.
NRC - CONTEMPLATED PRIVATE PLACEMENT
Oslo, 16 November 2016
NRC Group ASA ("NRC Group" or the "Company") has
retained ABG Sundal Collier ASA, Arctic Securities AS
and DNB Markets, a part of DNB Bank ASA, as Joint-Lead
Managers and Joint Bookrunners (the "Managers") to
advise on and effect an undocumented private placement
of up to 3,000,000 new shares, representing up to 8.5%
of the outstanding shares in the Company (the "Private
Placement").
The net proceeds from the Private Placement will be
used for further acquisitions to strengthen the
position of the Company as well as for general
corporate purposes.
The subscription price in the Private Placement will
be set through an accelerated bookbuilding process.
The application period for the Private Placement opens
today at 16:30 CET and closes 17 November 2016 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
subscription and allocation amount in the Private
Placement will be the NOK equivalent of EUR 100,000,
provided that the Company may, at its sole discretion,
allocate an amount below EUR 100,000 to the extent
applicable exemptions from the prospectus requirement
pursuant to applicable regulations, including the
Norwegian Securities Trading Act and ancillary
regulations, are available. The final allocation and
completion of the Private Placement is subject to
approval by the Company's Board of Directors. The
waiver of the preferential rights inherent in a
private placement is considered necessary in the
interest of time and successful completion.
The Private Placement will be directed towards
Norwegian investors and international institutional
investors, in each case subject to and in compliance
with applicable exemptions from relevant prospectus or
registration requirements.
The Private Placement 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 AS. The shares delivered to the
subscribers 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 granted by the Company's
general meeting on 12 May 2016.
For further information, please contact:
Dag Fladby
CFO
Mobile: +47 90 89 19 35
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 "US 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 US 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 the Selling Shareholders and no one else in
connection with the Private Placement and will not be
responsible to anyone other than the Company and the
Selling Shareholders 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.