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Argeo AS: Private Placement of NOK 175 million successfully completed

Investor Relations
Argeo

Private Placement of NOK 175 million successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Argeo AS: Private Placement of NOK 175 million successfully completed

Asker, 20 April 2021: Reference is made to the press release from Argeo AS (the “Company”) published on 19 April 2021 regarding a contemplated private placement and listing on Euronext Growth Oslo (the “Listing”).

The Company is pleased to announce that the Private Placement (as defined below) has been successfully completed. The transaction comprised of a private offering of 21,341,463 new shares (the “New Shares”) at a price of NOK 8.20 per share (the “Subscription Price”) resulting in gross proceeds of NOK 175 million (the “Private Placement”).

The Private Placement attracted strong interest from high-quality investors and was significantly oversubscribed.

Jan P. Grimnes (through Redback AS), Chairman of the board of the Company, was allocated 1,219,512 New Shares in the Private Placement.

Mr. Jan P. Grimnes, the newly elected chairman of Argeo, made the following statement in connection with the completed Private Placement:

We are proud to be able to take the next important steps in Argeo´s rapid development with a capital raise that secures our growth and a listing at Euronext Growth Oslo. More than 50 years of oil and gas developments have given Norwegian businesses including Argeo, substantial technical and operational knowhow that gives a head start in the ocean space digital and robotics transformation. Argeo’s state of the art solutions will be instrumental in changing the climate impact in the ocean surveying and inspection industry.

Mr. Trond E. Figenschou Crantz, CEO of Argeo commented as follows:

The trust that investors have given Argeo by investing NOK 175 million in the Company is a responsibility that the Argeo team will manage carefully. We are now able to invest and expand the business substantially to become a global challenger in the ocean space service industry. The industry need a greener solution with a substantially reduced environmental impact from operations and Argeo’s solutions and technology will increase the pace of this transition in the industry at large. As the CEO and one of the founders, I am proud that Argeo will take part in reducing the world’s CO2 footprint. Our solutions are faster, better and greener and at a lower cost for our end customers.

Use of proceeds

The net proceeds from the Private Placement will predominantly be used to fund investments in new AUVs and ramp-up of organisation as well as general corporate purposes.

Lock-ups

The Company, the currently existing shareholders holding 1% or more of the shares in the Company (the “Existing Shareholders”) as well as members of the Company’s board of directors and management have entered 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.

Conditions for the Private Placement

The Company has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is expected to be on or about 26 April 2021.

The completion of the Private Placement is subject to (i) necessary corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s general meetings resolution to allocate and issue the New Shares in the Private Placement, currently expected held on or about 20 April 2021, (ii) the Oslo Stock Exchange’s approval of the application for Listing and21 (iii) the New Shares having been validly issued, fully paid and delivered in the VPS.

Shares in issue after the Private Placement

The Company will have 27,441,463 shares outstanding following the completion of the Private Placement (the “Shares) and the post-money market capitalization of the Company, based on the offering price of NOK 8.20 per share, will thus be approx. NOK 225 million.

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 general meeting has approved 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 Tranche 1 Warrants and Tranche 2 Warrants: The 4,375,772 warrants will be equivalent to 15.95% of the Company’s Shares.

Options (as defined below): Subsequent to the Listing, the Company intends to issue 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.

Settlement

Conditional allocation to investors will be communicated on or about 21 April 2021. The Private Placement will be settled by the Manager on a delivery-versus-payment (DVP) basis on or about 21 April 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Manager.

Advisors

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

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About 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.

Important notice:

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.

 

 

 

 

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