NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S.
NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,
RELEASE OR REPUBLICATION WOULD BE UNLAWFUL.
Asker, 12 February 2025. Reference is made to the stock exchange release from
Argeo ASA ("Argeo" or the "Company") (Euronext Oslo Børs: ARGEO) published on 12
February 2025 regarding a contemplated private placement to raise gross proceeds
of approx. NOK 150 million (the "Private Placement").
The Company is pleased to announce that it has successfully completed the
Private Placement of NOK 150 million in gross proceeds (the "Offer Size")
through the allocation of 18,750,000 new shares (the "Offer Shares") at a final
subscription price of NOK 8.00 per Offer Share (the "Offer Price"). Pareto
Securities AS and SpareBank 1 Markets AS (the "Managers") acted as joint global
coordinators and joint bookrunners in the Private Placement.
The net proceeds to the Company from the Private Placement will be used to
finance (i) acquisition of long-lead equipment for vessel positioned as #1
bidder for a 4-year contract, (ii) geotechnical equipment to enable Argeo's
service offering on long-term frame agreements, and (iii) general corporate
purposes.
The Private Placement will be divided in two tranches. Tranche 1 ("Tranche 1")
will consist of 8,875,000 Offer Shares (the "Tranche 1 Shares"), which is
within 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 6 June 2024 (the "Board Authorisation"). Tranche 2
("Tranche 2") will consist of 9,875,000 Offer Shares which, together with the
Tranche 1 Shares, corresponds to a total transaction (i.e. both tranches) equal
to the Offer Size (the "Tranche 2 Shares"), which will be issued by an
extraordinary general meeting in the Company (the "EGM") to be summoned shortly
after notification of allocation in the Private Placement.
Notification of allocations are expected to be issued by the Managers to the
applicants on 13 February 2025 before 09:00 CET. Applicants will receive a pro
rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall
allocation in the Private Placement except for Kistefos AS which will receive
its entire allocation in Tranche 2.
The delivery vs. payment (DVP) settlement structure in Tranche 1 and Tranche 2
is expected to be facilitated through the delivery of existing and unencumbered
shares in the Company, already admitted to trading on Oslo Børs, pursuant to a
share lending agreement between the Company, the Managers, and certain existing
shareholders (the "Share Lending Agreement"). The shares in Tranche 1 will thus
become tradable on Oslo Børs directly after the notification of allocation on 13
February 2025 before 09:00 CET, and the shares in Tranche 2 will become tradable
after a resolution by the EGM expected on or about 6 March 2025. The allocation
to Kistefos AS in Tranche 2 may if necessary be treated separately in connection
with the settlement process.
The date for settlement for Tranche 1 is expected to be on or about 17 February
2025 and settlement for Tranche 2 is expected to be on or about 10 March 2025.
The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii)
a resolution by the EGM to issue the Offer Shares in Tranche 2, and (iii) the
Share Lending Agreement for Tranche 2 being unmodified and in full force and
effect.
The Share Lending Agreement for Tranche 1 and Tranche 2 will be settled through
the redelivery of (i) the new shares resolved issued by the Board pursuant to
the Board Authorisation (Tranche 1), and (ii) new shares in the Company to be
issued after a resolution by the EGM (Tranche 2). The new shares to be
redelivered to the share lenders in accordance with the Share Lending Agreement
in (a) Tranche 1 will not be tradable on Euronext Oslo Børs before the share
capital increase pertaining to the issuance of the Offer Shares has been
registered with the NRBE, and (b) Tranche 2 will be issued on a separate ISIN
and will not be tradable on Euronext Oslo Børs until a listing prospectus has
been approved by the Financial Supervisory Authority of Norway and published by
the Company.
The following close associates ("PCAs") to persons discharging managerial
responsibilities have conducted the following transactions in the Private
Placement (a PCA notification form will be published in a separate stock
exchange notice):
- Kistefos AS, a PCA to board director, Lars Petter Ottem Utseth, has been
allocated 3,756,663 Offer Shares (equal to its pro-rata share of approx. 20%).
- Kistefos AS, a PCA to board director, Lars Petter Ottem Utseth, has on 12
February 2025 entered into a share lending agreement to lend up to 8,061,057
shares to the Managers in Tranche 1 and up to 6,118,337 shares in Tranche 2, to
facilitate DVP settlement.
- Redback AS, a PCA to chairman Jan Pihl Grimnes, has on 12 February 2025
entered into a share lending agreement to lend up to 813,943 shares to the
Managers in Tranche 1.
Following registration of the share capital increase pertaining to the Private
Placement (i.e. Tranche 1 and Tranche 2), the issued share capital of the
Company is expected to be NOK 31,588,174.5 comprising 63,176,349 shares, each
with a nominal value of NOK 0.50.
Subsequent repair offering and equal treatment considerations:
Completion of the Private Placement implies a deviation from the pre-emptive
rights of the existing shareholders of the Company under the Norwegian Public
Limited Companies Act. When resolving the issuance of the Offer Shares in the
Private Placement, the Board has considered the Private Placement in light of
the equal treatment obligations under the Norwegian Securities Trading Act
section 5-14, section 2.1 of Euronext Oslo Rule Book II and Oslo Børs' Circular
no. 2/2014, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. By structuring the Private Placement as a
private placement, with a Subsequent Offering (as defined below), the Company
was able to complete the transaction in an efficient manner to strengthen the
Company's balance sheet. On this basis, and based on an assessment of the
current equity markets, the Company's need for equity funding, deal execution
risk and possible alternatives, the Board has considered the Private Placement
to be in the common interest of the Company and its shareholders. As a
consequence of the overall transaction structure, the shareholders' preferential
rights will be deviated from.
To mitigate the dilution of existing shareholders not participating in the
Private Placement, the Board has resolved to undertake a subsequent repair
offering (the "Subsequent Offering") of up to 12,000,000 new shares which,
subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 12 February 2025 (as registered in the VPS two
trading days thereafter), who (i) were not included in the pre-sounding 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 (the "Eligible
Shareholders"). The subscription price in the Subsequent Offering will be equal
to the Offer Price. The Eligible Shareholders will receive non-transferrable
subscription rights in the Subsequent Offering.
The Subsequent Offering is subject to (i) completion of the Private Placement,
(ii) the Board resolving to issue shares in the Subsequent Offering pursuant to
an authorisation granted by the EGM, (iii) the publication of an offering and
listing prospectus pertaining to the Subsequent Offering and (iv) the prevailing
market price and trading volume of the Company's shares following the Private
Placement. The Board may decide that the Subsequent Offering will not be carried
out in the event that the Company's shares trade at or below the subscription
price (i.e. the Offer Price) in the Subsequent Offering at trading volumes equal
to or above the number of shares in the Subsequent Offering.
Further information regarding the Subsequent Offering will be announced in
separate stock exchange notices.
Legal advisors:
AGP Advokater AS is acting as 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 an Offshore Service company with a mission to transform the ocean
surveying and inspection industry by utilising autonomous surface and underwater
robotics solutions. Equipped with unique sensors and advanced digital imaging
technology, the Autonomous Underwater Vehicles (AUV's) will significantly
increase efficiency and imaging quality in addition to contributing 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 Oil &
Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was
established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston,
and Singapore. Since its incorporation, Argeo has carried out complex projects
for some of Norway's largest companies in the field.
The company is listed on Euronext Oslo Børs (main regulated marketplace on the
Oslo Stock Exchange) under the ticker: ARGEO.
Please visit www.argeo.no for more information.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange release was published by Odd Erik Rudshaug at Argeo, on
12 February 2025 at 23:50 CET
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 Managers nor any of their 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 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.