Moreld AS: Contemplated private placement and subsequent listing on Euronext Growth Oslo

09 Dec 2024 08:07 CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

Stavanger, 9 December 2024: Moreld AS ("Moreld" or the "Company") has engaged
Pareto Securities AS and SpareBank 1 Markets AS as joint global coordinators,
and Fearnley Securities AS as co-manager (together, the "Managers") to advise on
and effect a contemplated private placement of new shares in the Company to
raise gross proceeds of approx. NOK 1 billion (the "Private Placement") and a
subsequent listing of the Company's shares on Euronext Growth Oslo.

Subject to, among other things, Euronext Oslo Børs' approval of the Company's
listing application, expected to be submitted on or about 12 December 2024,
completion of the contemplated Reorganisation (as defined below) and a
successful completion of the Private Placement, the Company's shares are
expected to commence trading on Euronext Growth Oslo on or about 19 December
2024 under the ticker code "MORLD" (the "Listing").

Moreld investment highlights:

– Moreld is an industrial multi-disciplinary engineering group offering
full-scope services across the offshore energy and marine industries including
subsea installations
– Moreld is a major player on the Norwegian continental shelf ("NCS") with an
international footprint. The Group (as defined below) is located in 19
countries, giving access to all major offshore markets, with over 2,500
employees and contractors
– Long-term agreements with diversified and high-quality exploration &
production (E&P) operators with 40+ years of experience on the NCS
– The Company has seen a very strong EBITDA development over the last years and
expects EBITDA (excl. IFRS 16) of NOK 1.0-1.1 billion in 2024, has a strong
backlog of approx. NOK 10 billion, and a solid financial position with net debt
of approx. NOK 0.4 billion post Private Placement
– The Company has an attractive asset-light business model, with strong cash
flow and no major capex requirements
– Moreld is led by a management team and organisation with extensive experience
from the offshore energy sector, complemented by a highly qualified board of
directors with a diverse skill set

Geir Austigard, CEO of Moreld, comments: "With almost NOK 9 billion in revenue
and a customer base of highly respected and ambitious energy companies, Moreld
has reached a stage and scale where listing is a logical next step. On Euronext
Growth and with a subsequent potential uplisting to a fully regulated
marketplace, the Company will benefit from access to capital and market
visibility. We will provide investors exposure to our attractive business model
and high growth markets. Our asset-light business model results in strong cash
flow generation, which means we will be well positioned to pay dividends,
providing an attractive balance of growth and direct return for investors."

The Company's board of directors (the "Board") has resolved to pursue an
uplisting to a fully regulated marketplace operated by Euronext Oslo Børs within
9 months after the Listing, subject to, inter alia, favourable market conditions
and satisfaction of applicable listing requirements.

The Private Placement

The Private Placement will comprise an offering of 64,550,000 new shares in the
Company (the "New Shares") at a fixed price of NOK 13.95 per New Share (the
"Offer Price"), to raise gross proceeds to the Company of approx. NOK 900
million. The Offer Price represents a pre-money equity value of the Company of
approx. NOK 1,550 million based on a total of 111,278,096 shares in the Company
(pro forma after completion of the Reorganisation, see below).

The net proceeds from the Private Placement will be used to repay debt
(including executing an option to repay up to 40% of Aurora Group's USD 225
million outstanding note at a price of 106.25%), as well as for general
corporate purposes.

In addition to the New Shares, the Managers may elect to over-allot up to
7,200,000 additional shares in the Company at the Offer Price, representing
approx. 11.15% of the number of New Shares allocated in the Private Placement
(the "Additional Shares", and together with the New Shares, the "Offer Shares"),
implying a total offering of up to 71,750,000 Offer Shares and a total
transaction size of approx. NOK 1 billion, if over-allotments are made (the
"Offer Size"). In order to facilitate such over-allotments, Allard 2 Limited
("McIntyre") and Sona Credit Master Fund Limited, Sona Capital Solutions II SCSp
and Sona Blue Peak Ltd (collectively referred to as "Sona") (together, the
"Share Lenders") will grant Pareto Securities AS, in its capacity as
stabilisation manager on behalf of the Managers (the "Stabilisation Manager"),
an option to borrow a number of the then existing shares in the Company equal to
the number of Additional Shares allocated in the Private Placement (the
"Borrowing Option").

Further, the Company has granted the Stabilisation Manager, on behalf of the
Managers, a right to have issued a number of new shares in the Company equal to
the number of Additional Shares at a price per new share equal to the Offer
Price (the "Greenshoe Option"), to cover the potential short position resulting
from any over-allotments of Offer Shares. The Greenshoe Option may be exercised,
in whole or in part, by the Stabilisation Manager, on behalf of the Managers,
within 30 days commencing at the first day of trading of the Company's shares on
Euronext Growth Oslo. Any net profit generated from any stabilisation activities
shall be for the benefit of the Share Lenders. Any exercise of the Greenshoe
Option will raise additional proceeds to the Company.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Board may, however, at its sole discretion in consultation with the
Managers, offer and allocate Offer Shares for an amount below the NOK equivalent
of EUR 100,000 to the extent exemptions from prospectus requirements pursuant to
Regulation (EU) 2017/1129 and ancillary regulations, as amended and as
implemented by the Norwegian Securities Trading Act, are available.

Pre-commitments and indications

– McIntyre, which is represented on the Board by Julian McIntyre, has
pre-committed to subscribe for, and will be allocated, Offer Shares for approx.
USD 12 million at the Offer Price in the Private Placement.
– Annapurna Worldwide Services Pte Ltd ("Siva"), which is represented on the
Board by Venkat Siva, has pre committed to subscribe for, and will be allocated,
Offer Shares for approx. USD 4.5 million at the Offer Price in the Private
Placement.
– In addition, the Managers have, during the pre-sounding phase of the Private
Placement, received indications from certain new investors and existing
shareholders which in aggregate covers the entire Offer Size at the Offer Price
in the Private Placement.

Timeline and application period

The application period in the Private Placement will commence today, 9 December
2024 at 09:00 CET and close on 11 December 2024 at 16:30 CET (the "Application
Period"). The Board may, however, at its sole discretion in consultation with
the Managers, shorten or extend the Application Period at any time and for any
reason on short notice. If the Application Period is shortened or extended, the
other dates referred to herein might be changed accordingly.

Allocation and settlement

The allocation of Offer Shares will be determined following the application
period, and the final allocation will be made at the sole discretion of the
Board (in consultation with the Managers). The Board will focus on criteria such
as (but not limited to) pre-commitments and indications from the pre-sounding
phase of the Private Placement, current ownership in the Company, timeliness of
the application, relative order size, sector knowledge, perceived investor
quality and investment horizon. Notification of allocation is expected to be
sent to the applicants by the Managers on or about 12 December 2024.

The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (DvP) basis on or about 19 December 2024, following
completion of the Conditions. The DvP settlement will be facilitated by
pre-funding and share lending arrangements between the Company, the Managers,
and the Share Lenders.

Lock-up

The Company, McIntyre, Sona, Siva, Velocity Aurora LLP, Modro Holdings LLC, as
well as members of the Company's management and Board, will enter into customary
lock-up arrangements with the Managers in connection with the Private Placement
that will restrict, subject to certain exemptions, their ability to issue, sell
or dispose of any shares in Moreld, as applicable, for a period of 6 months
after the date of the Listing, without the prior written consent of the
Managers.

In addition, a total of approx. 6.76% of the Company's shares outstanding (pro
forma post Reorganisation, which includes certain shares held by members of the
Company's Board, management and workforce) is subject to the Group's management
incentive plan ("MIP") and will in accordance with the terms thereof be subject
to a 6-month lock-up, with a lock-up schedule relating to certain MIP shares
continuing for a period of 24 months and 36 months respectively after the date
on which the relevant participant initially acquired the MIP shares.

In total, approx. 92.56% of the Company's shares outstanding (pro forma post
Reorganisation) will be locked up based on the agreements referred to above.

Conditions for completion of the Private Placement

Completion of the Private Placement by settlement of Offer Shares towards
investors is conditional upon: (i) All corporate resolutions of the Company
required to implement the Reorganisation, the Private Placement and the Listing
being validly made, including, without limitation, the Board approving the
allocation of Offer Shares and the sole shareholder of the Company (Moreld
Holding AS) resolving to issue the New Shares; (ii) registration of the share
capital increases pertaining to the Reorganisation and the issuance of the New
Shares with the Norwegian Register of Business Enterprises; (iii) the issuance
of the new shares relating to the Reorganisation as well as the Offer Shares in
the Norwegian Central Securities Depository (Euronext Securities Oslo), (iv)
completion of the Reorganisation; (v) Euronext Oslo Børs approving the
application for Listing and the satisfaction of any conditions for Listing set
by Euronext Oslo Børs, and (vi) the agreement pertaining to a pre-funding and
share lending arrangements to be entered into between the Company, the Managers
and the Share Lenders remaining in full force and effect (jointly, the
“Conditions”). There can be no assurance that these Conditions will be
satisfied. If the Conditions are not satisfied, the Private Placement may be
revoked or suspended, and the Listing may not take place.

The Company reserves the right, at any time and for any reason, to cancel and/or
modify the terms of the Private Placement. Neither the Company nor the Managers
will be liable for any losses incurred by applicants if the Private Placement is
cancelled and/or modified, irrespective of the reason.

Background and the Reorganisation

The Moreld Group (the "Group") was formed in December 2023 with Aurora Group
P.L.C. ("Aurora Group") as its parent company, when 100% of the shares in More
Holdco Apply AS and Global Maritime Group AS were acquired by Aurora Group's
subsidiary, Moreld Group AS. In June 2024, Moreld Group AS further acquired 100%
of the shares in Ocean Installer Holding AS.

The Company was acquired as a shelf company in August 2024 for the purpose of
the contemplated Private Placement and Listing. Simultaneously with the
completion of the Private Placement, all shareholders and all or most holders of
warrants in Aurora Group, as well as all shareholders in Moreld Holding AS
(excluding Aurora Group), a subsidiary of Aurora Group, will become shareholders
in the Company via a roll-up of their shares and warrants in Aurora Group and
Moreld Holding AS to shares in the Company, and Moreld will become the new
parent company of the Group (the "Reorganisation").

Advisors

Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global
coordinators in the Private Placement and as Euronext Growth advisors to the
Company in connection with the Listing. Fearnley Securities AS is acting as
co-manager in the Private Placement.

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company, Marriott Harrison is acting as UK legal counsel to the Company, and
Carter Ledyard & Milburn LLP is acting as US legal counsel to the Company.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For more information, please contact:

CEO Geir Austigard
Telephone: +47 992 47 500
Email: Geir.austigard@moreld.com

CFO Trond Rosnes
Telephone: +47 404 14 494
Email: Trond.rosnes@moreld.com

Alternative performance measures (APMs)

The following APMs are used in this announcement:

– EBITDA excl. IFRS 16: EBITDA is the abbreviation of “Earnings Before
Interest, Taxes, Depreciation and Amortization”. EBITDA exclusive IFRS 16,
meaning that the impact of lease contracts accounted for under IFRS 16 are
excluded and lease payments are accounted for as direct cost.

– Net debt: Net Interest-Bearing Debt is calculated as Gross Interest-Bearing
Debt minus cash and cash equivalents. Unused credit facilities are not included
in the cash amount. Gross Interest-Bearing Debt is defined as non-current
interest-bearing liabilities minus lease liabilities accounted for under IFRS
16.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned herein will be made solely
to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "believe", "expect", "anticipate", "strategy",
"intends", "estimate", "will", "may", "continue", "should" and similar
expressions. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 include, but are not limited to, the
possibility that the Company will determine not to, or be unable to, issue any
equity securities, and could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and the Listing and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed and that the Listing will occur.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

More information:
Access the news on Oslo Bors NewsWeb site