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Argeo AS: Contemplated private placement and listing on Euronext Growth Oslo
Oslo, 19 April 2021: Reference is made to the announcement by Oslo Børs dated 25 March 2021 regarding an application for admission to trading on Euronext Growth Oslo from Argeo AS (“Argeo” or the “Company”).
Argeo has resolved to launch a private offering of new shares (the “New Shares”) in the Company (the “Private Placement”) ahead of listing the Company’s shares (the “Shares”) on Euronext Growth Oslo (the “Listing”). Subject to approval of the listing application and a successful completion of the Private Placement, the Company’s shares are expected to have first day of trading on Euronext Growth Oslo in the week commencing 26 April 2021 under the ticker symbol “ARGEO”.
Argeo is a company with a mission to transform the ocean surveying and inspection industry by utilizing autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (“AUVs”) will significantly increase efficiency and imaging quality in addition to contribute to significant reduction in CO2 emissions from operations for the global industry in which the Company operates. The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic and geological methods from shallow waters to the deepest oceans for the market segments Infrastructure, Offshore Wind, Oil & Gas and Deep Sea Minerals. Argeo was established in 2017 and has offices in Asker and Tromsø, Norway. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.
The Private Placement
The New Shares will consist of a private offering of up between 18,292,682 and 21,341,463 New Shares at a fixed price of NOK 8.20 per New Share, (the “Subscription Price”) corresponding to a pre-money equity value of the Company of approximately NOK 50 million. The Private Placement is expected to raise gross proceeds of between NOK 150 million and NOK 175 million. After completion of the Private Placement, the Company is expected to have a total of between 24,392,682 and 27,441,463 Shares in issue.
A large and well renowned family office who has performed its own limited due diligence process has pre-committed to subscribe for New Shares at the Subscription Price for NOK 35 million. In addition, the chairman of the board, Jan P. Grimnes (through Redback AS), has pre-committed to subscribe for New Shares at the Subscription Price for NOK 10 million.
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 Company’s board of directors may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement s set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, as implemented by the Norwegian Securities Trading Act, are available.
Use of proceeds
The Company intends to use the net proceeds from the Private Placement to fund investments in new AUVs and ramp-up of organisation as well as for general corporate purposes.
The Company, its currently existing shareholders holding 1% or more of the Shares (the “Existing Shareholders”) as well as members of the Company’s board of directors and management will enter into customary lock-up arrangements with the Manager (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company and 12 months for the Existing Shareholders and members of the Company’s board of directors and management, after the commencement of trading in the Shares on Euronext Growth Oslo.
Timeline and application period
The application period in the Private Placement will commence today, 19 April 2021 at 09:00 CEST and close on 20 April 2021 at 16:30 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
Conditions of the Private Placement
The Company applied for Listing on Euronext Growth Oslo on 24 March 2021. It is expected that the Oslo Stock Exchange will approve the listing application ahead of the anticipated date of the Listing on or about 26 April 2021.
The completion of the Private Placement is conditional upon i) necessary corporate resolutions of the Company required to implement the issue of the New Shares, including the resolution of the Company’s general meeting to allocate and issue the New Shares in the Private Placement, currently expected to be held on or about 20 April, ii) Oslo Stock Exchange having approved the Listing (subject to completion of the Private Placement) and iii) the New Shares having been validly issued, fully paid and delivered in the VPS.
The Company may, in its sole discretion, in consultation with the Managers, cancel the Private Placement, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
Financial instruments in issue or to be issued after the Private Placement
Tranche 1 Warrants (as defined below): The Company has 624,772 options, formalized as warrants (Nw.: frittstående tegningsretter), in issue (the “Tranche 1 Warrants”) prior to the date of this notice. The Tranche 1 Warrants can be exercised at an average share price of NOK 1.46 and expires at various intervals from 10 February 2024 to 23 December 2025. The Tranche 1 Warrants were originally subscribed for by a total of 4 individuals who are part of an option program implemented by the Company, where each allocated option gave the right to subscribe for one Tranche 1 Warrant.
Tranche 2 Warrants (as defined below): In connection with the Private Placement and Listing, the Company’s Board of Directors has resolved to propose that the general meeting approves the issuance of 3,750,000 new warrants (Nw.: frittstående tegningsretter) to the currently existing shareholders of the Company (the “Tranche 2 Warrants”), being 14 shareholders in total. A total of 1,875,000 Tranche 2 Warrants can be exercised at NOK 0.10 given a demonstrated share market price appreciation of two times the Subscription Price within the next two years and the remaining 1,875,000 Tranche 2 Warrants can be exercised at NOK 0.10 given a demonstrated share market price appreciation of three times the Subscription Price within a period of 4 years. The general meeting of the Company is expected to approve the issuance of Tranche 2 Warrants on 20 April 2021, prior to the Listing.
The Tranche 1 Warrants and Tranche 2 Warrants: The 4,375,772 warrants will be equivalent to 15.95% of the Company’s Shares, assuming that 21,341,463 New Shares are issued in the Private Placement.
Options (as defined below): Subsequent to the Listing, the Company intends to issue around options as part of an incentive scheme towards the Company’s board of directors, management and employees (the “Options”). The Options will correspond to approx. 3% of the Company’s Shares.
SpareBank 1 Markets AS is acting as Global Coordinator and Bookrunner in connection with the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.
For more information, please contact:
Trond Figenschou Crantz, CEO
Phone: +47 976 37 273
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (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 (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 for 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.
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”, “expect”, “anticipate”, “strategy”, “intends”, “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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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.