Oslo, Norway, 7 February 2025
Reference is made to Nordic Financials ASA's (the "Company") contemplated rights
issue directed at all existing shareholders raising gross proceeds of minimum
NOK 5 million and a maximum of NOK 10 million (the "Rights Issue"), consisting
of the issuance of a minimum 500 million and a maximum of 1 billion new shares
in the Company with a nominal value of NOK 0.01 ("New Shares") and a
subscription price per share of NOK 0.01.
As previously announced, the Company`s shareholders as of 23 December 2024, as
registered in the Company`s shareholder register in VPS as of 30 December 2024
("Record Date"), shall have preferential rights to subscribe and be allocated
New Shares. Each shareholder will receive 42.03096 subscription rights for each
share they are registered as owning on the Record Date ("Subscription Right"),
rounded down to the nearest whole Subscription Right.
Pursuant to the general meeting resolution on the Rights Issue, subscriptions
can be made in the period from 10 February 2025 and can be extended by the board
if required by law.
Based on current trading, to allow all shareholders the opportunity to trade
their subscription rights, and to adhere to applicable stock exchange
regulations, the Company has decided to pursue a listing of the Subscription
Rights on the Oslo Stock Exchange. This listing necessitates the preparation and
approval of an EEA prospectus that shall be approved by the Norwegian FSA.
Consequently, the Company will extend the subscription period so that it ends on
the date falling two weeks after the EEA prospectus is approved by the Norwegian
FSA and made public.
The subscription rights will be transferable and are expected to be listed on
the Oslo Stock Exchange from the first trading day after approval of the EEA
prospectus until 16:30 four trading days before the end of the subscription
period. The EEA prospectus is expected to be approved on or about 18 March 2025.
Other dates for the Rights Issue will be changed accordingly:
On or about 18 March 2025: Approval of the EEA prospectus
On or about 19 March 2025: First day of trading in the subscription rights
On or about 27 March 2025: Last day of trading in the subscription rights
On or about 2 April 2025: Last day of the subscription period
On or about 3 April 2025: Allocation of the New Shares
On or about 7 April 2025: Payment of the new shares
On or about 9 April 2025: Registration of the share capital increase with the
Norwegian Register of Business Enterprises.
For further information please contact:
Nils Petter Skaset
CEO of Nordic Financials ASA
Tel: +47 951 88 154
e-mail: nps@nofin.no
This information is published in accordance with the requirements of the
Continuing Obligations and section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in information
made public by the Company.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are 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 announcement 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 document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
Any appointed manager will be acting for the Company in connection with the
Rights Issue and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to their respective clients
or for providing advice in relation to the Rights Issue or any transaction or
arrangement referred to in this announcement.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. Neither the Company's advisors nor any of its
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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Company's advisors nor any of
its respective affiliates accepts any liability arising from the use of this
announcement.