NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER 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.
MARCH 5th, 2021 – Sandnes, Norway – Reference is made to the stock exchange announcement published 4 March 2021 by Nordic Unmanned AS (the “Company”), announcing a contemplated private placement of new shares (the “Offer Shares”) in the Company, with gross proceeds of up to NOK 100 million (the “Private Placement”).
Nordic Unmanned is pleased to announce that the Private Placement has been successfully completed, through an allocation of 2,531,645 new shares in the Company at a price of NOK 39.50 per share. The gross proceeds of the Private Placing is NOK 100 million. The Private Placement was substantially oversubscribed at the NOK 39.50 price point.
“I am pleased with the strong support from our investors, which gives us the opportunity to move ahead with our plan for value accretive acquisitions, supplementing our organic growth pathway. The drone industry is still at a nascent stage with huge growth opportunities ahead. We have mapped the industry in Europe, identifying a number of potential acquisition targets. Being the first publicly listed drone operator in Europe gives Nordic Unmanned a tremendous opportunity to take an active role in the structural development of the industry going forward,” said Knut Roar Wiig, CEO and co-founder of Nordic Unmanned.
Nordic Unmanned was publicly listed on Euronext Growth in Oslo in December 2020, following a private placement of NOK 99 million, with the main purpose of expanding the fleet of unmanned aircrafts. Since then, one CAMCOPTER S-100 RPAS system is added to the fleet, and further additions are on the way.
“We have a solid contract backlog and a very interesting sales pipeline, which means that we will be able to create value by continuing to expand our fleet,” said Knut Roar Wiig.
SpareBank 1 Markets AS (the “Manager”) has been retained as sole bookrunner to advise on and carry out the Private Placement.
Allocation to investors and payment instructions is expected to be communicated on or about 5 March 2021. The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation.
The Manager will settle the share loan with a corresponding number of new shares in the Company which were resolved issued by the Company’s Board of Directors on 4 March 2021 in accordance with the authorization granted by the Company’s extraordinary general meeting held on 24 November 2020. Following registration of the share capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 22,718,677 divided into 22,718,677 shares, each with a nominal value of NOK 1.00.
The Company will consider to carry out a subsequent offering with non-tradeable subscription rights of up to 317,000 new shares in the Company (the “Subsequent Offering”) towards existing shareholders in the Company as of 4 March 2021 (as registered in the Norwegian Central Securities Depositary (“VPS”) as of 8 March 2021), who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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. Whether a Subsequent Offering will be carried out will inter alia depend on the development of the Company’s shares price following completion of the Private Placement.
Knut Roar Wiig, CEO, +47 92 66 66 59, firstname.lastname@example.org
This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility
About Nordic Unmanned
Nordic Unmanned delivers comprehensive data solutions through industry leading expertise, to assist both public and private customers in the transition to unmanned technology. The focus is to support demanding clients by collecting time-critical data with the use of unmanned technology.
Founded in 2014, the company has offices in Sandnes, Oslo, and Frankfurt, and has quickly become one of Europe’s leading providers of unmanned systems and services, with operations across the continent. The company is ISO 9001-2015 certified by DNV-GL as a UAV and sensor operator.