Endúr ASA – Key Information relating to potential repair offering

12 Jan 2023 00:43 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, 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.
12 January 2023: Reference is made to the stock exchange notice by Endúr ASA
("Endúr" or the "Company") on 12 January 2023 regarding the successful
completion of a private placement of 5,090,909 new shares in the Company with
gross proceeds of NOK 140 million (the "Private Placement"), and a potential
subsequent share offering (the "Subsequent Offering").
The Company has, subject to completion of the Private Placement and certain
other conditions, resolved to carry out a Subsequent Offering. The Subsequent
Offering will be conducted at a price of NOK 27.50 (the "Subscription Price")
with non-tradeable subscription rights for up to 1,381,818 new shares in the
Company towards existing shareholders in the Company as of 11 January 2023 (as
registered in the VPS two trading days thereafter, the "Record Date"), who (i)
were not included in the wall-crossing 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 ("Eligible Shareholders"). The Subsequent Offering will be
subject to approval by the Company's board of directors (the "Board"), based on
an authorization granted by the extraordinary general meeting to be held on 2
February 2023 (the "EGM"), under which Eligible Shareholders will receive
non-tradeable subscription rights based on their registered shareholdings as of
the Record Date.
Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) relevant corporate resolutions being made, including the
EGM's resolution to authorize the Board to issue new shares in the Subsequent
Offering and (iii) the publication of a prospectus (the "Prospectus") by the
Company. The subscription period for any Subsequent Offering (if applicable) is
expected to commence by end of Q1 2023.
In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:
- Date on which the terms and conditions of the repair issue were announced: 12
January 2023
- Last day including right to receive subscription rights: 11 January 2023
- Ex-date: 12 January 2023
- Record date: 13 January 2023
- Date of approval: On or about 2 February 2023
- Maximum number of new shares: up to 1,381,818 new shares in the Company
- Subscription price: NOK 27.50
For further information, please contact:
Media – Jeppe Raaholt, CEO, tel: +47 976 69 759
Investors – Einar Olsen, CFO, tel: +47 924 01 787
ABOUT ENDÚR
Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance
projects and services for marine infrastructure, including facilities for
land-based aquaculture, quays, harbours, dams, bridges and other specialised
concrete and steel projects. The company and its subsidiaries also offer a wide
range of other specialised project and marine services. Endúr ASA is
headquartered in Lysaker, Bærum, Norway. See www.endur.no
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and section 4.2.4 of the Oslo Rule
Book II.
IMPORTANT NOTICE:
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. None of 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, 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. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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 "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, such 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, each of 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.

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