Nortel AS
Nortel AS
04/07/2022 | Press release | Distributed by Public on 04/07/2022 08:50
Nortel AS - Contemplated private placement
Tid07.04.2022, 14:49:42
MeldingsID558894
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InstrumentNTEL
MarkedEuronext Growth (Oslo)
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Nortel AS - Contemplated private placement
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.
Nortel AS - Contemplated private placement
Oslo, 7 April 2022: Nortel AS (the "Company") has engaged SpareBank 1 Markets AS ("SB1M") to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 67.5 - 77.8 million (the "Private Placement"). The price per Offer Share has been set at a fixed price of NOK 18.00 (the "Offer Price"). The number of Offer Shares to be issued will be determined by the Company's board of directors on the basis of a book building process.
The net proceeds from the private placement will be used to finance the execution of the Company`s M&A strategy through the acquisition of Atea Mobil.
The following investors have pre-committed to subscribe for Offer Shares for a total of NOK 66.4-67.5 million depending on the Offer size, and is to be distributed as follows; Telavox AS has pre-committed a subscription of NOK 36.0-37.1 million (11% post-issue ownership); Lapas AS has pre-committed to subscribe for and be allocated NOK 14 million; and Stette Invest AS has pre-committed to subscribe for and be allocated NOK 12.2 million. The remaining NOK 4.2 million has been pre-committed by and will be allocated to Arisona Holding AS, In Decision AS, Proff Invest AS, and Digital Hverdag AS.The bookbuilding period in the Private Placement will commence today, 7 April 2022, at 16:30 hours CEST and close on 8 April 2022 at 08:00 hours CEST. The Company and the Manager may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus, filing and registration requirements. (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The completion of the Private Placement, including issue of Offer Shares is subject to (i) the corporate resolutions of the Company required to implement the issue of the Offer Shares, including the Company's Board of Directors' resolution to proceed with the Private Placement and to issue the Offer Shares, (ii) payment being received for the Offer Shares, (iii) registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises, and (iv) the Offer Shares being recorded in the VPS. Items (i) through (iv) in the foregoing are referred to as the "Conditions". The Private Placement may be cancelled if the Conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the "EU Prospectus Regulation") as well as the UK Prospectus Regulation (as defined in the below), are available, including to its employees or related individuals such as friends and/or family members.
The allocation will be made at the discretion of the Company's board of directors in consultation with the Manager. The board of directors will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria, however so that some of the investors who have pre-committed to subscribe for Offer Shares will receive full allocation. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Allotment of Offer Shares totalling a lower amount than applied for does not affect the Applicant's obligation to subscribe and pay for the Offer Shares allotted.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of the end of trading 7 April 2022 (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.
Kvale Advokatfirma DA is acting as legal counsel to the Company in connection with the Private Placement. SANDS Advokatfirma DA is acting as legal counsel to the Manager in connection with the Private Placement.
For more information, please contact:
Christian Pritchard, CEO Nortel
+47 96 62 99 66
[email protected]
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by CFO Dag Normand Nåheim on 7 April 2022 at 16:30 CEST on behalf of the Company.
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 and/or to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
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. 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 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 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.
Nortel AS - Contemplated private placement
Oslo, 7 April 2022: Nortel AS (the "Company") has engaged SpareBank 1 Markets AS ("SB1M") to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 67.5 - 77.8 million (the "Private Placement"). The price per Offer Share has been set at a fixed price of NOK 18.00 (the "Offer Price"). The number of Offer Shares to be issued will be determined by the Company's board of directors on the basis of a book building process.
The net proceeds from the private placement will be used to finance the execution of the Company`s M&A strategy through the acquisition of Atea Mobil.
The following investors have pre-committed to subscribe for Offer Shares for a total of NOK 66.4-67.5 million depending on the Offer size, and is to be distributed as follows; Telavox AS has pre-committed a subscription of NOK 36.0-37.1 million (11% post-issue ownership); Lapas AS has pre-committed to subscribe for and be allocated NOK 14 million; and Stette Invest AS has pre-committed to subscribe for and be allocated NOK 12.2 million. The remaining NOK 4.2 million has been pre-committed by and will be allocated to Arisona Holding AS, In Decision AS, Proff Invest AS, and Digital Hverdag AS.The bookbuilding period in the Private Placement will commence today, 7 April 2022, at 16:30 hours CEST and close on 8 April 2022 at 08:00 hours CEST. The Company and the Manager may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus, filing and registration requirements. (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The completion of the Private Placement, including issue of Offer Shares is subject to (i) the corporate resolutions of the Company required to implement the issue of the Offer Shares, including the Company's Board of Directors' resolution to proceed with the Private Placement and to issue the Offer Shares, (ii) payment being received for the Offer Shares, (iii) registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises, and (iv) the Offer Shares being recorded in the VPS. Items (i) through (iv) in the foregoing are referred to as the "Conditions". The Private Placement may be cancelled if the Conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the "EU Prospectus Regulation") as well as the UK Prospectus Regulation (as defined in the below), are available, including to its employees or related individuals such as friends and/or family members.
The allocation will be made at the discretion of the Company's board of directors in consultation with the Manager. The board of directors will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria, however so that some of the investors who have pre-committed to subscribe for Offer Shares will receive full allocation. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Allotment of Offer Shares totalling a lower amount than applied for does not affect the Applicant's obligation to subscribe and pay for the Offer Shares allotted.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of the end of trading 7 April 2022 (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.
Kvale Advokatfirma DA is acting as legal counsel to the Company in connection with the Private Placement. SANDS Advokatfirma DA is acting as legal counsel to the Manager in connection with the Private Placement.
For more information, please contact:
Christian Pritchard, CEO Nortel
+47 96 62 99 66
[email protected]
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by CFO Dag Normand Nåheim on 7 April 2022 at 16:30 CEST on behalf of the Company.
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 and/or to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
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. 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 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 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.