Moreld AS: Private placement successfully placed

12 Dec 2024 08:12 CET

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Stavanger, 12 December 2024: Reference is made to the announcement by Moreld AS
("Moreld" or the "Company") on 9 December 2024 regarding the terms for a private
placement of shares in the Company (the "Private Placement") and a subsequent
listing of the Company's shares on Euronext Growth Oslo.

Moreld is pleased to announce that the Private Placement has been successfully
placed. 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, and the completion of the Reorganisation (as defined below), 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").

The Private Placement in summary:

– The board of directors of Moreld (the "Board") has conditionally allocated a
total of 71,750,000 Offer Shares (as defined below) in the Private Placement at
a fixed price of NOK 13.95 per Offer Share (the "Offer Price"), implying a total
transaction size of approx. NOK 1 billion and a post-money equity value
(including full utilization of the greenshoe option) of approx. NOK 2,550
million. The Private Placement attracted strong interest from both Norwegian and
international investors, including institutional investors, family offices, high
net worth individuals and other long-only accounts. The Private Placement was
substantially oversubscribed.

– 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.

– Moreld will issue 64,550,000 new shares in the Private Placement (the "New
Shares", excluding any shares issued pursuant to the Greenshoe Option, as
defined below), raising gross proceeds to the Company of approx. NOK 900
million. The New Shares will be resolved issued by the Company's extraordinary
general meeting to be held on or about 12 December 2024.

– In addition to the New Shares, the Managers (as defined below) have
over-allotted 7,200,000 shares at the Offer Price (together with the New Shares,
the "Offer Shares"), for approx. NOK 100 million, representing 11.15% of the
number of New Shares allocated in the Private Placement. Pareto Securities AS,
in its capacity as stabilisation manager on behalf of the Managers (the
"Stabilisation Manager"), has further exercised its option to borrow an equal
number of shares in the Company (to be issued as part of the Reorganisation)
from 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") to facilitate delivery of the
over-allotted shares.

– McIntyre, which is represented on the Board by Julian McIntyre, has been
allocated Offer Shares for approx. NOK 134 million; Annapurna Worldwide Services
Pte Ltd ("Siva"), which is represented on the Board by Venkat Siva, has been
allocated Offer Shares for approx. NOK 50 million; Ole Slorer, who is a board
member in the Company, has been allocated Offer Shares for approx. NOK 1.2
million; Sesna Invest AS, a company controlled by Board member Trond Rosnes who
is also the CFO in the Company, has been allocated Offer Shares for approx. NOK
2.5 million; Oddakilen AS, a company controlled by Geir Austigard who is the CEO
in the Company, has been allocated Offer Shares for approx. NOK 3.2 million.

– Allocation of Offer Shares and the corresponding amounts to be paid by
investors are expected to be communicated to investors 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 fulfilment of the Conditions (as defined below), facilitated by
pre-funding and share lending arrangements between the Company, the Managers,
and the Share Lenders.

– 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 over-allotted shares at a price per new share equal to the Offer Price (the
"Greenshoe Option"), exercisable, in whole or in part, within a 30-day period
commencing at the date of Listing, to cover the potential short position
resulting from the over-allotments of shares in the Private Placement, which is
not covered through share repurchases by the Stabilisation Manager as part of
any stabilisation activities conducted during the 30-day stabilisation period.
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. Separate disclosures will be made regarding
any stabilisation activities during the stabilisation period.

– 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.

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 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 pre-funding and
share lending arrangements 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 and the Listing may not
take place.

The Company reserves the right, at any time and for any reason, to cancel the
Private Placement prior to the satisfaction of the Conditions without any
compensation to the applicants.

Shares, share capital and free float

Following the issuance of the New Shares in the Private Placement and the new
shares in the Reorganisation (see below), the Company's share capital will be
NOK 17,582,809.60, divided into 175,828,096 shares, each with a par value of NOK
0.10. If the Greenshoe Option is exercised in full, there will be a total of
183,028,096 shares issued in the Company.

At the time of Listing (pro forma post Reorganisation), McIntyre will own
approx. 28.0%, Sona will own approx. 16.2%, Siva will own approx. 6.5%,Velocity
Aurora LLP ("Velocity", which is represented on the Board by Mark Dickinson and
Neil Hartley) will own approx. 3.4%, Modro Holdings LLC ("Modro") will own
approx. 3.1%, of the shares in the Company assuming full utilization of the
Greenshoe Option.

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"). The Reorganisation will be
completed prior to the Listing.

Lock-up

The Company, McIntyre, Sona, Siva, Velocity, Modro, 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.

Advisors

Pareto Securities AS and SpareBank 1 Markets AS acted as joint global
coordinators in the Private Placement and are acting as Euronext Growth advisors
to the Company in connection with the Listing. Fearnley Securities AS acted as
co-manager in the Private Placement (the joint global coordinators and the
co-manager, collectively, the "Managers").

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

About Moreld

Moreld is an industrial multi-disciplinary engineering group offering full-scope
services across the offshore energy and marine industries including subsea
installations. The group comprises Moreld Apply, Ocean Installer and Global
Maritime. Moreld is a major player on the Norwegian continental shelf with an
international footprint. The Group is located in 19 countries, giving access to
all major offshore markets, and has over 2,800 employees and contractors. For
more information, please visit https://moreld.com/.

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.

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