NORBIT ASA – Private Placement Successfully Completed
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: Reference is made to the stock exchange announcement by NORBIT ASA ("NORBIT" or the "Company") (Euronext Oslo Børs trading symbol: NORBT) earlier today, 2 July 2024, regarding a contemplated private placement (the "Private Placement") of new ordinary shares in the Company (the "Offer Shares") and of 27 June 2024 regarding the Company's execution of an agreement to acquire 100% of the equity interest in INNOMAR Technologie GmbH ("Innomar").
NORBIT hereby announces that 2,597,403 Offer Shares have been successfully placed at a subscription price of NOK 77 per Offer Share in the Private Placement, raising gross proceeds of approximately NOK 200 million.
The Private Placement attracted strong interest from high quality investors, and was multiple times oversubscribed.
Arctic Securities AS and SpareBank 1 Markets AS acted as joint lead managers and bookrunners for the Private Placement (the "Managers").
The Company intends to use the net proceeds from the Private Placement to partially finance the acquisition of 100% of the equity interest in Innomar (as announced on 27 June 2024), to strengthen the Company's financial flexibility and capital base for future growth, and for general corporate purposes.
The share capital increase pertaining to the Private Placement was resolved by the Board of Directors of the Company (the "Board") on 2 July 2024 pursuant to an authorization granted by the Company’s annual general meeting held on 6 May 2024 (the "Authorization").
In order to facilitate timely delivery of shares to subscribers in the Private Placement, delivery of shares allocated in the Private Placement will be made by delivery of existing and unencumbered shares in the Company already listed on Euronext Oslo Børs, pursuant to a share lending agreement entered into between the Managers and Reitan Kapital AS ("Reitan Kapital") as share lender and the Company. The share lending will be settled with new shares in the Company to be issued by the Board pursuant to the Authorization.
Notification of allocation of the Offer Shares, including settlement instructions, will be sent to the applicants that were allocated Offer Shares through a notification from the Managers (the "Notification") on or about 3 July 2024. The shares allocated to investors in the Private Placement will be tradable from the time of receipt by investors of the Notification of allocation.
Reitan Kapital, as represented on the Company's Board by Håkon Kavli, had pre-committed to subscribe for NOK 20 million, and was allocated 257,698 Offer Shares in the Private Placement. Petors AS, a company wholly owned by the Company's CEO, Per Jørgen Weisethaunet, had pre-committed to subscribe for NOK 2 million and was allocated 25,974 Offer Shares in the Private Placement.
Following issuance of the Offer Shares, the Company will have an issued share capital of NOK 6,279,749.10 divided into 62,797,491 shares, each with a par value of NOK 0.10.
As a consequence of the Private Placement structure, the shareholders’ preferential rights were deviated from. 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 Company had prior to launch of the Private Placement received pre-commitments from Reitan Kapital and Petors AS to reduce transaction risk. The Board was of the view that it was in the common interest of the Company and its shareholders to raise equity through the Private Placement, in particularly in light of the current market conditions and the purpose for which the funds are raised. By structuring the transaction as a private placement, the Company was able 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 was based on a publicly announced accelerated bookbuilding process. On this basis, and based on an assessment of the current equity markets, the Board considered the Private Placement to be in the common interest of the Company and its shareholders, and that it will not be required to implement a subsequent offering.
Advisors
Arctic Securities AS and SpareBank 1 Markets AS acted 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 release was published by Elise Heidenreich, Investor Relations, on the time and date provided.
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 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, 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 release 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.
