ENDÚR ASA: PRIVATE PLACEMENT SUCCESSFULLY PLACED

12 Jan 2023 00:26 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.

11 January 2023: Reference is made to the stock exchange notice published by
Endúr ASA ("Endúr" or the "Company") on 11 January 2023 (the "Announcement")
regarding the contemplated private placement of new shares in the Company (the
"Private Placement"). The Company hereby announces that it has successfully
raised approx. NOK 140 million in gross proceeds through the allocation of
5,090,909 new shares (the "Offer Shares") in the Private Placement
(conditionally in respect of Tranche 2 described below) at a subscription price
of NOK 27.50 per Offer Share (the "Offer Price").

Pareto Securities AS and SpareBank 1 Markets AS acted as joint bookrunners
(jointly, the "Managers") in the Private Placement.

The Company will use the net proceeds from the Private Placement and funds to be
made available under its new bank debt (the Facilities, as defined in the
Announcement) to refinance the Company's senior secured open callable NOK 1,100
million bonds 2021/2025 with ISIN NO0010935430, with a net principal amount of
NOK 810 million (the "Bonds") as well as for general corporate purposes.

The Private Placement is divided in two tranches: A first tranche of 2,599,999
Offer Shares ("Tranche 1"), which equals the maximum number of shares the
Company's board of directors (the "Board") may issue pursuant to the
authorization granted by the annual general meeting in the Company on 20 May
2022 (the "Board Authorization"), and a second tranche of 2,490,910 Offer Shares
("Tranche 2"), to be issued by the EGM (as defined below).
Other than the Pre-Committing Investors (as defined in the Announcement),
applicants will receive their entire allocation of Offer Shares in Tranche 1.

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 16
January 2023, and settlement of Offer Shares in Tranche 2 is expected to take
place on or about 6 February 2023, subject to a resolution by the EGM. Both
Tranche 1 and Tranche 2 will be settled on a delivery-versus-payment basis with
existing and unencumbered shares in the Company, that are already listed on Oslo
Børs, pursuant to a share lending agreement between the Company, the Managers
and Artec Holding AS (the "Share Lender"). The Offer Shares allocated to
applicants in Tranche 1 will thus be tradable from notification of allocation,
expected on or about 12 January 2023, and the Offer Shares allocated to
applicants in Tranche 2 will be tradeable after, and subject to, a resolution by
the EGM.
Based on the Board Authorization, the Board has resolved to issue the 2,599,999
Offer Shares in Tranche 1, all of which will be subscribed by the Managers and,
once issued, delivered to the Share Lender as settlement of shares borrowed in
relation to settlement of Tranche 1.
For purposes of inter alia resolving to issue the Offer Shares in Tranche 2, to
be subscribed by the Managers and, once issued, delivered to the Share Lender as
settlement of shares borrowed in relation to settlement of Tranche 2, and, if
applicable, to authorize the Board to issue new shares in the Subsequent
Offering (see below), the Board has resolved to call for an extraordinary
general meeting in the Company to be held on 2 February 2023 (the "EGM"). The
notice to the EGM will be published in a separate stock exchange notice.
The Company's primary insiders and their close associates subscribed for and
were allocated a total of 1,845,910 Offer Shares, corresponding to approx. NOK
50.8 million in the Private Placement. Mandatory notifications of such trades
will be disclosed separately.
The completion of Tranche 1 is not conditional upon or otherwise affected by the
completion of Tranche 2, and the applicants' acquisition of Offer Shares in
Tranche 1 will remain final and binding and cannot be revoked, cancelled or
terminated by the respective applicants if Tranche 2, for whatever reason, is
not completed.
The Company reserves the right in its sole discretion to cancel Tranche 2 if the
relevant conditions (set out in the Announcement) are not fulfilled, including
the resolution by the EGM to issue the Offer Shares in Tranche 2.
Following registration of the new share capital pertaining to the issuance of
the Offer Shares in Tranche 1, the Company will have a share capital of NOK
15,026,434 divided into 30,052,868 shares, each with a par value of NOK 0.50.
Following registration of the new share capital pertaining to the issuance of
the Offer Shares in Tranche 2, subject to the resolution by the EGM, the Company
will have a share capital of NOK 16,271,889 divided into 32,543,778 shares, each
with a par value of NOK 0.50.
The Board has considered the offering of new shares in Company through the
Private Placement in light of the equal treatment obligations under section 5-14
of the STA, section 2.1 of the Oslo Rule Book II and Oslo Børs' Guidelines on
the rule of equal treatment and is of the opinion that it is in compliance with
these requirements and guidelines. By structuring the equity raise as a private
placement, the Company is able to complete the equity raise and fulfil the
Equity Condition Precedent (as defined in the Announcement) in a manner that is
efficient and closely coordinated with the refinancing of the Bonds.
Furthermore, the Private Placement was launched after receipt of pre-commitments
from the Pre-committing Investors and following a presounding process with a
number of investors to reduce transaction risk, and has been marketed through a
publicly announced bookbuilding process to secure a market-based offer price. In
addition, the issuance of Offer Shares in Tranche 2 is conditioned upon a
resolution by the EGM at which the Company's shareholders will be given an
opportunity to express their opinion and vote over the related share capital
increase. Finally, to limit the dilutive effect of the Private Placement and
facilitate equal treatment, the Board will, subject to certain conditions, carry
out a Subsequent Offering directed towards Eligible Shareholders (see below). On
the basis of the above, and an assessment of the current equity markets as
advised by the Managers, deal execution risk and available alternatives, the
Board is of the opinion that the Private Placement, including the waiver of the
preferential rights inherent to the Private Placement, is in the common interest
of the Company and its shareholders.
Subject to completion of the Private Placement and certain other conditions, the
Board has resolved to carry out a subsequent offering of up to 1,381,818 new
shares in the Company at the Offer Price (the "Subsequent Offering"), which, if
applicable and subject to applicable securities laws, will be directed 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 a
resolution by the Board, based on an authorization granted by the EGM, under
which Eligible Shareholders will receive non-tradeable subscription rights based
on their registered shareholdings as at 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 by the Company. The
subscription period for any Subsequent Offering (if applicable) is expected to
commence by end of Q1 2023.

For further information, please contact:

Media – Jeppe Raaholt, CEO, tel: +47 976 69 759
Investors – Einar Olsen, CFO, tel: +47 924 01 787

ADVISORS

Pareto Securities AS and SpareBank 1 Markets AS acted as joint bookrunners in
the Private Placement. Wikborg Rein Advokatfirma AS acted as legal counsel to
the Company in connection with the Private Placement.

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 considered to be inside information pursuant to article 7 of
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 notice was published by Einar Olsen, CFO of Endúr ASA, on 12 January
2023 at 00:26 CET.

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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