Nordic Unmanned – Private placement successfully placed

7.12.2022 23:54:55 CET | Nordic Unmanned | Additional regulated info required to be disclosed underneath the legal guidelines of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH 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 inventory change announcement printed on 7 December 2022 by Nordic Unmanned ASA (“Nordic Unmanned” or the “Company”) (ticker: NUMND) concerning a contemplated personal placement of recent odd shares within the Company every with a nominal worth of NOK 1 (the “Offer Shares”) for gross proceeds of NOK 50-70 million (the “Offer Size”), topic to and in compliance with relevant exemptions from related prospectus or registration necessities (the “Private Placement”). 

The Company is happy to announce that the Private Placement has been successfully placed, by way of an allocation of 11,666,666 new shares within the Company at a worth of NOK 6 per share, for gross proceeds of roughly NOK 70 million. The Private Placement was nicely coated.

The web proceeds to the Company from the Private Placement might be used for investments in belongings, gear and upkeep packages for sure contracts, working capital wants till full contract manufacturing in mid-2023 and to cut back brief-time period debt.

Completion of the Private Placement (by situation and supply of Offer Shares to buyers) is topic to (i) a rare common assembly (the “EGM”) within the Company resolving to approve the Private Placement and situation the Offer Shares, (ii) the Pre-Payment Agreement (as outlined beneath) remaining unmodified and in full pressure and impact, and (iii) the share capital improve pertaining to the issuance of the allotted Offer Shares being validly registered with the Norwegian Register of Business Enterprises (“NRBE”) and the allotted Offer Shares being validly issued and registered within the Norwegian Central Securities Depository, Euronext Securities Oslo (“VPS”) – (collectively the “Conditions”). The EGM might be known as for as quickly as attainable, and is predicted to be held on or about 22 December 2022.

The Private Placement might be cancelled if the Conditions aren’t met. Neither the Managers nor the Company might be accountable for any losses if the Private Placement is cancelled, no matter the rationale for such cancellation.

The Offer Shares are anticipated to be pre-paid by the Managers pursuant to a pre-cost settlement (the “Pre-Payment Agreement”) anticipated to be entered into between the Company and the Managers, with a purpose to facilitate immediate registration of the share capital improve pertaining to the difficulty of Offer Shares within the NRBE and supply-versus-cost (DVP) settlement with buyers. The Offer Shares allotted within the Private Placement might be tradable on Euronext Growth Oslo when the brand new share capital regarding the Private Placement has been registered with the NRBE and the Offer Shares have been registered by the VPS, anticipated on or about 23 December 2022, topic to the Conditions having been met. Payment and supply date is predicted on or about 28 December 2022, topic to the Conditions having been met. Conditional upon the Private Placement being accomplished, the Company can have 42,463,845 shares issued and excellent following registration of the share capital improve pertaining to the Private Placement with the NRBE, every with a par worth of NOK 1.

The Company has thought-about the Private Placement in mild of the equal therapy obligations underneath the Norwegian Securities Trading Act and Oslo Børs’ round no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a personal placement, taking into account the time, prices and threat of different strategies of securing the specified funding, which the Company will utilise for the needs of investments in belongings, gear and upkeep packages for sure contracts, working capital wants till full contract manufacturing in mid-2023 and to cut back brief-time period debt, is within the widespread curiosity of the shareholders of the Company. When reaching this conclusion, the Board additionally emphasised that it’s going to contemplate to hold out the Subsequent Offering (as outlined beneath), as additional described beneath, relying on, amongst different issues, the event out there worth of the Company’s shares following settlement of the Private Placement.

The Company will contemplate, topic to completion of the Private Placement and sure different circumstances, to hold out a subsequent restore providing of as much as 11,666,666 new shares at a worth equal to the ultimate Offer Price within the Private Placement, with gross proceeds of as much as roughly NOK 6 million (the “Subsequent Offering”). Due to its dimension, the Subsequent Offering might be conditional upon, inter alia, the EGM within the Company resolving to grant the Board with an authorisation to hold out the Subsequent Offering. The Subsequent Offering, if carried out, will, topic to relevant securities legislation, be directed in direction of present shareholders within the Company as of 7 December 2022 (as registered within the VPS two buying and selling days thereafter), who (i) weren’t included within the wall-crossing section of the Private Placement, (ii) weren’t allotted Offer Shares within the Private Placement, and (iii) aren’t resident in a jurisdiction the place such supply could be illegal or would (in jurisdictions aside from Norway) require any prospectus, submitting, registration or different comparable motion. The potential Subsequent Offering might be topic to, amongst different issues, approval by the Board. Launch of a Subsequent Offering, if carried out, might also be contingent on publishing of a prospectus.

Skaulen AS (100% owned by the Company’s CEO, Knut Roar Wiig) has in reference to the Private Placement (and contingent upon successfully finishing the Private Placement) agreed to promote 783,338 present shares value roughly NOK 4.7 million to corporations managed by sure Primary Insiders (together with Jelsa Investering AS, Helgø Investering AS, EAAH Invest AS, Ålgård Holding AS and Wallcross AS) at a worth equal to the ultimate Offer Price within the Private Placement. The motive for the sale is to totally settle a share financing settlement with a monetary establishment. 100% of the proceeds from the sale might be used in direction of this goal.

The Company and the members of the Company’s administration and Board have agreed to a 6 month lock-up, topic to customary exemptions, exception for Skaulen AS in reference to the share transaction between main insiders described beneath, and an exemption to hold out a Subsequent Offering.

A inventory change launch on transactions carried out by individuals discharging managerial obligations and shut associates in accordance with the EU Market Abuse Regulation might be printed individually. 

ADVISORS

Pareto Securities AS and SpareBank 1 Markets AS have acted as Joint Lead Managers and Joint Bookrunners for the Private Placement. Advokatfirmaet Schjødt AS is appearing as authorized counsel to the Company in reference to the Private Placement, and Advokatfirmaet Grette AS is appearing as authorized counsel to the Managers in reference to the Private Placement.

CONTACTS 

* Knut Roar Wiig, CEO, +47 92 66 66 59, [email protected] 
* Trond Østerhus, CFO, +47 95 99 08 79, [email protected] 

ABOUT NORDIC UNMANNED

Nordic Unmanned is the main European operator and repair supplier of excessive-finish drones and knowledge seize, supporting governments and industrials with personal and third-get together IP. 

Founded in 2014, the Group has workplaces in Sandnes, Molde, Odense (DK), Cranfield (UK), Hasselt (BE), Arnsberg (GER) and Baltimore (US) and has change into one of many main suppliers of unmanned programs and companies, with operations throughout Europe. Nordic Unmanned has one of many world’s most complete permits to fly past visible line of sight (BVLOS), by way of the EASA authorized Light UAS operator Certificate (LUC). The Group owns proprietary know-how and is OEM for the drone merchandise Staaker, AirRobot and DroneMatrix, along with being a distributor of unmanned aerial programs produced by Lockheed Martin, Textron and Sky-Hero. Its subsidiary Ecoxy is a Nordic chief in measurement, reporting and verification of maritime and industrial emissions. Group corporations are ISO 9001-2015 and AS9100 licensed for the operation, upkeep, sale, design, growth, and manufacturing of unmanned programs and sensor know-how. 

For extra info go to – https://nordicunmanned.com/

IMPORTANT NOTICE

This announcement shouldn’t be, and doesn’t type part of, any supply to promote, or a solicitation of a proposal to buy, any securities of the Company. The distribution of this announcement and different info could also be restricted by legislation in sure jurisdictions. Copies of this announcement aren’t being made and might not be distributed or despatched into any jurisdiction by which such distribution could be illegal or would require registration or different measures. Persons into whose possession this announcement or such different info ought to come are required to tell themselves about and to watch any such restrictions. 

The securities referred to on this announcement haven’t been and won’t be registered underneath the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly might not be provided or offered in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and in accordance with relevant U.S. state securities legal guidelines. The Company doesn’t intend to register any a part of the providing or their securities in the United States or to conduct a public providing of securities in the United States. Any sale in the United States of the securities talked about on this announcement might be made solely to “certified institutional patrons” as outlined in Rule 144A underneath the Securities Act. 

In any EEA Member State, this communication is just addressed to and is just directed at certified buyers in that EEA Member State throughout the that means of the Prospectus Regulation, i.e., solely to buyers who can obtain the supply with out an authorized prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended along with any relevant implementing measures in any EEA Member State. 

This communication is just being distributed to and is just directed at individuals within the United Kingdom which can be (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) excessive web value entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “related individuals”). This communication should not be acted on or relied on by individuals who aren’t related individuals. Any funding or funding exercise to which this communication relates is accessible just for related individuals and might be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action. 

Matters mentioned on this announcement might represent ahead-trying statements. Forward-looking statements are statements that aren’t historic details and could also be recognized by phrases resembling “imagine”, “anticipate”, “anticipate”, “technique”, “intends”, “estimate”, “will”, “might”, “proceed”, “ought to” and comparable expressions. The ahead-trying statements on this launch are primarily based upon numerous assumptions, a lot of that are primarily based, in flip, upon additional assumptions. Although the Company believes that these assumptions have been cheap when made, the assumptions are inherently topic to vital recognized and unknown dangers, uncertainties, contingencies and different essential elements that are troublesome or unimaginable to foretell and are past the Company’s management. 

Actual occasions might differ considerably from any anticipated growth as a consequence of quite a lot of elements, together with with out limitation, modifications in funding ranges and wish for the Company’s companies, modifications within the common financial, political and market circumstances within the markets by which the Company operates, the Company’s skill to draw, retain and inspire certified personnel, modifications within the Company’s skill to have interaction in commercially acceptable acquisitions and strategic investments, and modifications in legal guidelines and regulation and the potential impression of authorized proceedings and actions. Such dangers, uncertainties, contingencies and different essential elements may trigger precise occasions to vary materially from the expectations expressed or implied on this launch by ahead-trying statements. The Company doesn’t present any ensures that the assumptions underlying the ahead-trying statements on this announcement are free from errors nor does it settle for any accountability for the long run accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to mirror subsequent occasions. You mustn’t place undue reliance on any ahead-trying statements on this announcement. The info, opinions and ahead-trying statements contained on this announcement communicate solely as at its date, and are topic to vary with out discover. The Company doesn’t undertake any obligation to evaluate, replace, affirm, or to launch publicly any revisions to any ahead-trying statements to mirror occasions that happen or circumstances that come up in relation to the content material of this announcement. 

Neither the Managers nor any of its associates make any illustration as to the accuracy or completeness of this announcement and none of them settle for any accountability for the contents of this announcement or any issues referred to herein. This announcement is for info functions solely and isn’t to be relied upon in substitution for the train of unbiased judgment. It shouldn’t be meant as funding recommendation and by no means is it for use or thought-about as a proposal to promote, or a solicitation of a proposal to purchase any securities or a suggestion to purchase or promote any securities within the Company. Neither the Managers nor any of its associates settle for any legal responsibility arising from using this announcement. 

This announcement is an commercial and isn’t a prospectus for the needs of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be printed when securities are provided to the general public or admitted to buying and selling on a regulated market, and repealing Directive 2003/71/EC (as amended) as carried out in any Member State.

DISCLOSURE 

This info is taken into account to be inside info pursuant to the EU Market Abuse Regulation (MAR) and is topic to the disclosure necessities pursuant to MAR article 17 and part 5-12 of the Norwegian Securities Trading Act. This inventory change announcement was printed by Trond Østerhus, CFO at Nordic Unmanned ASA on 7 December 2022, on the time set out above.

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