NORBIT ASA – Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
Trondheim, 2 July 2024: NORBIT ASA ("NORBIT" or the "Company") (Euronext Oslo Børs trading symbol: NORBT) announces a contemplated private placement (the "Private Placement") of new ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of up to NOK 200 million. The Company has engaged Arctic Securities AS and SpareBank 1 Markets AS as joint lead managers and bookrunners for the Private Placement (the "Managers").
PRIVATE PLACEMENT
Size and Offer Price
In the Private Placement, the Company is offering a number of Offer Shares to raise gross proceeds of up to NOK 200 million.
The subscription price per Offer Share (the "Offer Price") and the final number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board"), on the basis of an accelerated bookbuilding process to be conducted by the Managers.
Use of proceeds
The net proceeds from the Private Placement to the Company will be used to partially finance the acquisition of 100% of the equity interest in Innomar Technologie GmBH ("Innomar"), to strengthen the Company's financial flexibility and capital base for future growth, and for general corporate purposes.
Acquisition of Innomar
As set out in the Company's stock exchange announcement of 27 June 2024, the Company has entered into a share purchase agreement to acquire 100 per cent of the equity interest in the technology company Innomar.
Innomar has become the global market leader in design, manufacturing and distribution of parametric sub-bottom profilers. Complementary to NORBIT’s multibeam sonars in the Oceans segment, which are primarily used for seabed mapping, inspection and subsurface navigation, sub-bottom profilers are used to explore subsurface layers.
Over the last five years, Innomar has reported an annual revenue growth of nearly 15% on average driven by strong demand for technology in the maritime domain to explore the ocean space. On a combined basis, Innomar would add NOK 76 million in EBIT for the twelve-month period from 1 April 2023 to 31 March 2024, bringing NORBIT’s and Innomar’s combined EBIT for the period to NOK 323 million.
The acquisition is based on an enterprise value of Innomar, on a cash and debt-free basis and assuming a normalised working capital of EUR 40.5 million. Subject to final post-closing balance sheet calculations, the Company will at closing of the transaction pay a preliminary purchase price of EUR 39.9 million for the Innomar equity interest, of which EUR 35.1 million shall be settled in cash and of which EUR 4.8 million shall be settled in consideration shares in the Company to be issued at the Offer Price to the founding management of Innomar in conjunction with closing of the acquisition and by applying the applicable EUR/NOK exchange rate at the time immediately prior to closing.
Completion of the acquisition is subject to a limited number of customary closing conditions. The closing is expected to take place during July 2024.
Please refer to the presentation attached to the Company's stock exchange announcement of 27 June 2024 for further information on Innomar and the acquisition.
Pre-commitments
Reitan Kapital AS, as represented on the Company’s Board by Håkon Kavli, has pre-committed to subscribe for an amount of NOK 20 million, and Petors AS, a company wholly owned by the Company's CEO, Per Jørgen Weisethaunet, has pre-committed to subscribe for an amount of NOK 2 million.
Bookbuilding period
The bookbuilding period in the Private Placement will commence today, on 2 July 2024, at 16:30 hours CEST, and close on or before 3 July 2024 at 08:00 hours CEST (the "Bookbuilding Period"). The Company and the Managers reserve the right, at their own discretion, to close, shorten or extend the Bookbuilding Period at any time and for any reasons and on short notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be amended accordingly.
Allocation
Allocation of Offer Shares will be determined after completion of the Bookbuilding Period. The Allocation will be made by the Board in its sole discretion, in consultation with the Managers, based on allocation criteria such as (but not limited to) existing ownership in the Company, pre-commitments, price leadership, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any orders, in whole or in part. The Board and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated shares.
Notification of allocation and payment instructions are expected to be sent by the Managers on or about 3 July 2024.
Selling restrictions
The Private Placement will be directed towards Norwegian and international investors, in each case subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement
The date for settlement of Offer Shares is expected to be on or about 5 July 2024, subject to, among other things, any shortening or extension of the Bookbuilding Period and fulfilment of the Conditions (as defined below). Delivery of the Offer Shares is expected to be made on a delivery-versus-payment ("DVP") basis through the delivery of existing and unencumbered shares in the Company, already listed on Euronext Oslo Børs, pursuant to a share lending agreement between the Managers and Reitan Kapital AS as share lender and the Company (the "Share Lending Agreement"). The Offer Shares allocated to investors in the Private Placement will accordingly be tradable on Euronext Oslo Børs from receipt of the notification of allocation.
Under the Share Lending Arrangement, the Managers will borrow up to a number of shares from Reitan Kapital AS equal to the number of Offer Shares allocated in the Private Placement to facilitate DVP settlement to investors in the Private Placement. The share lending will be settled with new shares in the Company to be issued by the Board pursuant to the authorization granted by a general meeting of the Company held on 6 May 2024.
Conditions for completion
Completion of the Private Placement, by delivery of Offer Shares to investors, is subject to (i) all corporate resolutions required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorization granted by the Company’s annual general meeting held on 6 May 2024, and (ii) the Share Lending Agreement remaining in full force and effect (jointly, the “Conditions”).
The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the notification of allocation. Neither the Company nor the Managers, or any of their respective directors, officers, employees or representatives, will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Dilutive instruments, etc.
The Company has 219,626 outstanding restricted stock units (RSU) to members of the executive management and key personnel, granting the right to receive shares in NORBIT at par value. The RSUs vest over two year periods, where 1/3 vest at grant, 1/3 vest at the annual general meeting held the year after grant, and the remaining 1/3 vest at the annual general meeting held the second year after grant. Out of the currently outstanding RSUs, 180,737 RSUs where granted in 2024, while 38,889 RSUs where granted in 2023.
As further described in the Company's 2023 annual report, the Company has implemented a share incentive program for NORBIT employees. The incentive program is structured as a share matching program where participants are offered the opportunity to acquire shares at market value, and in turn, obtain a right to receive compensation in new shares equivalent to their invested amount after 24 months if certain conditions are met. It is expected that the Company will issue approximately 90,000 new shares during July 2024 to eligible employees who participated in the program in 2022.
Equal treatment considerations
The Board has considered the Private Placement in light of the equal treatment obligations under section 5-14 of the Norwegian Securities Trading Act, section 2.1 of the Oslo Rule Book II, and Oslo Børs' Circular no. 2/2014. The issuance of the Offer Shares is carried out as a private placement in order to, among other things, raise equity to partially finance the acquisition of 100% of the equity interest in Innomar and to strengthen the Company's financial flexibility and capital base for future growth.
The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in particularly in light of the current market conditions and the purpose for which the funds are raised. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently and in a timely manner, at a favorable price and at a lower cost, and with a significantly reduced completion risk, compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process.
Potential subsequent offering
The Company may, subject to completion of the Private Placement and certain other conditions, decide to carry out a subsequent offering of new shares at the Offer Price in the Private Placement (the "Subsequent Offering"). The Subsequent Offering, if carried out, will, subject to applicable securities law, be directed towards existing shareholders in the Company as of 2 July 2024 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Any potential Subsequent Offering is subject to completion of the Private Placement and may be contingent upon the publication of a prospectus.
Advisors
Arctic Securities AS and SpareBank 1 Markets AS are acting as joint lead managers and bookrunners for the Private Placement. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.
Contacts
Per Jørgen Weisethaunet, CEO, +47 959 62 915
Per Kristian Reppe, CFO, +47 900 33 203
MAR notice
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Elise Heidenreich, Investor Relations, on 2 July 2024 at the time set out above.
ABOUT NORBIT ASA
NORBIT is a global provider of tailored technology to selected applications, solving challenges and promoting sustainability through innovative solutions, in line with its mission to Explore More. The company is structured in three business segments to address its key markets: Oceans, Connectivity and Product Innovation & Realization. The Oceans segment delivers tailored technology solutions to global maritime markets. The Connectivity segment provides wireless solutions for identification, monitoring and tracking. The Product Innovation & Realization segment offers R&D services, proprietary products, and contract manufacturing to key customers. NORBIT is headquartered in Trondheim with manufacturing in Europe, has around 500 employees, and a worldwide sales and distribution platform.
For more information: www.norbit.com
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, New Zealand, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this announcement 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, 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 its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
