NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
Oslo, 10 November 2015
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
185,000,000 in gross proceeds through a private
placement consisting of 4,375,000 new shares (the "New
Shares") and 250,000 existing shares held in treasury
(the "Private Placement"). The price in the Private
Placement was NOK 40.00 per share. Arctic Securities
AS, Carnegie AS and DNB Markets (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 to finance the cash component of the acquisition
of Segermo Entreprenad AB and for the further
development of the Company.
The New Shares to be issued in connection with the
Private Placement will be issued in two separate
tranches. 2,770,000 new shares, equivalent to
approximately 10% of the capital of the Company will
be issued based on an authorisation to the Board of
Directors (the "Board") granted by the Company's
extraordinary general meeting on 10 August 2015.
Together with the 250,000 treasury shares sold in the
Private Placement, these 2,770,000 new shares
constitute Tranche 1 of the Private Placement. Tranche
2 of the Private Placement, consisting of 1,605,000
new shares, representing approximately 5.8% of the
capital of the Company ("Tranche 2"), will be subject
to approval by an Extraordinary General Meeting to be
held on or about 2 December 2015 (the "EGM").
The Board will furthermore propose to the EGM to
conduct a subsequent offering of up to 375,000 new
shares directed towards shareholders in the Company as
of close of trading yesterday, 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 NOK 40.00, i.e. equal to the
subscription price in the Private Placement. 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 their shares before the EGM.
Notification of allotment in Tranche 1 and conditional
allotment in Tranche 2 will be sent to the applicants
today through a notification to be issued by the
Managers. Tranche 1 will be settled through a delivery
versus payment transaction on 12 November 2015, 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. The new shares
to be issued in Tranche 2 of the Private Placement are
expected be issued shortly after the EGM.
Following registration of the new share capital
pertaining to both tranches of the Private Placement,
however, not including the up to 375,000 new shares
proposed to be offered in the Subsequent Offering, the
Company will have an issued share capital of NOK
32,089,233, divided into 32,089,233 shares, each with
a par value of NOK 1.00.
For further information, please contact:
Kristian Lundkvist
Chairman of the Board
Mobile: (+47) 97 77 71 77
About NRC Group ASA:
NRC Group is a leading company within the Nordic
infrastructure market. The group operates within two
business segments, Rail and Geo.
RAIL: The Rail division is a fully integrated rail
infrastructure contractor covering the Norwegian and
Swedish market. The Rail division is a full-range
supplier for the construction of all types of rails
including train, tram and subway. Main service
offerings include specialized track work, power supply
and signaling work. The Rail division has all the
necessary approvals to work within the train, tram and
subway segments.
GEO: The Geo division operates within acquisition,
processing and modelling of geographic information.
The Geo division holds right to several European
databases with collections of maps, images and models.
With particular focus on online services, data and
solutions are provided to customers in government,
enterprise and consumer markets. The Geo division
supplies a wide range of mapping and geographic
services that satisfy various standards and
specifications, in addition to customized client
solutions.
http://www.nrcgroup.no
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.