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 - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
Oslo, 17 November 2016
Reference is made to the stock exchange release from
NRC Group ASA ("NRC Group" or the "Company") published
yesterday regarding the contemplated private placement
of shares in the Company.
The Company announces today that it has raised NOK
210,000,000 in gross proceeds through a private
placement of 3,000,000 new shares (the "Private
Placement"). The price in the Private Placement was
NOK 70.00 per share.
ABG Sundal Collier ASA, Arctic Securities AS and DNB
Markets, a part of DNB Bank ASA, (together
the "Managers") acted as Joint-Lead Managers and Joint
Bookrunners in the Private Placement, which took place
after close of trading yesterday. The Private
Placement, which was substantially oversubscribed,
attracted strong interest from both existing
shareholders and new high quality institutional
investors.
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 new shares to be issued in connection with the
Private Placement will be issued based on an
authorisation to the Board of Directors (the "Board")
granted by the Company's general meeting on 12 May
2016. Notification of allotment in the Private
Placement will be sent to the applicants today through
a notification to be issued by the Managers. The new
shares will be settled through a delivery versus
payment transaction on 21 November 2016 (regular T+2
settlement), by delivery of existing and unencumbered
shares in the Company that are already listed on the
Oslo Stock Exchange pursuant to a share lending
agreement between the Company, the Managers and Datum
AS.
Following registration of the new share capital
pertaining the Private Placement, the Company will
have an issued share capital of NOK 38,311,362,
divided into 38,311,362 shares, each with a par value
of NOK 1.00.
The Board has assessed the Private Placement in light
of the equal treatment requirement, balanced the
considerations that speak for and against carrying out
the Private Placement and concluded that the waiver of
the preferential rights inherent in a private
placement was considered necessary in the interest of
time and successful completion in the common interest
of the Company and its shareholders.
Aabø-Evensen & Co Advokatfirma AS is acting as legal
advisor to the Company in the Private Placement.
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 "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 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.