NRC Group ASA – Preliminary result of the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.
Reference is made to the stock exchange notice from NRC Group ASA (the “Company“) on 24 October 2024 regarding the commencement of the subscription period (the “Subscription Period“) in the subsequent offering (the “Subsequent Offering“) consisting of up to 20,000,000 new shares (the “Offer Shares“) in the Company at a subscription price of NOK 2.50 per share.
The Subscription Period expired today, 6 November 2024, at 16:30 hours (CET). The Company has been informed by the Managers (as defined below) that at the end of the Subscription Period, and based on a preliminary count, valid subscriptions had been received for a total of approximately 72 million Offer Shares.
The final result of the Subsequent Offering is expected to be announced by the Company on or about 8 November 2024. Investors that are allocated Offer Shares can access information on the number of Offer Shares allocated through VPS on or about 8 November 2024. Further announcements in respect of the Subsequent Offering and the Offer Shares will be made in due course.
The due date for payment of the Offer Shares is on or about 12 November 2024. Subject to due payment of the Offer Shares by the subscribers, the share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (the “NRBE”) on or about 15 November 2024 and the Offer Shares will thereafter be delivered to the VPS accounts of the allocated subscribers on or about 18 November 2024. First day of trading of the Offer Shares on Euronext Growth Oslo is expected on or about 15 November 2024, after the share capital increase relating to the Subsequent Offering is registered with the NRBE. A separate announcement will be made when the share capital increase has been registered.
ABG Sundal Collier ASA and Danske Bank, Norwegian Branch (jointly, the “Managers“) are acting as managers in connection with the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Oslo Børs and section 5-12 of the Norwegian Securities Trading Act.
Important information
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. 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.
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 in the United States or to conduct a public offering of securities in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any 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.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume 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. 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 believe that these assumptions were reasonable when made, these 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 their control. 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 such forward-looking statements. The Company does not make any guarantee 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 the 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. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
