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2020-09-08 23:56:25
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. (Oslo, Norway - 8 September 2020) Reference is made to the stock exchange announcement by Nordic Semiconductor ASA ("NOD" or the "Company") earlier today regarding a contemplated private placement to raise gross proceeds of the NOK equivalent of approximately USD 125 million by issuing new shares in the Company (the "New Shares") (the "Offering"). The Company is pleased to announce that the Offering has been successfully placed, raising approximately NOK 1,144 million in gross proceeds through the allocation of in total 13,000,000 New Shares in the Company at a price of NOK 88 per New Share. The Offering took place through an accelerated bookbuilding process managed by Morgan Stanley & Co. International plc, ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, (jointly, the "Managers") as joint bookrunners after close of market today, on 8 September 2020. The Offering attracted very strong interest from high-quality institutional investors globally and the book was multiple times oversubscribed. Completion of the Offering and the issuance of the New Shares were resolved by the Company's Board of Directors (the "Board") at a Board meeting held earlier today. The New Shares are issued pursuant to an authorization held by the Board to increase the share capital, granted by the Company's annual general meeting on 21 April 2020. The net proceeds from the issuance of the New Shares in the Offering will be employed to support the Company’s continued growth trajectory, including working capital requirements and supply chain enhancements, ramp-up new Tier 1 customers, strengthen the balance sheet, continue investments to expand product portfolio for existing and future growth opportunities as well as to pursue potential bolt-on M&A opportunities. “We are executing on our plan to grow Nordic to a billion USD in revenues and beyond, and have experienced accelerated customer momentum so far in 2020. This share issue secures our financial ability to deliver on our aspiration”, says CEO Svenn-Tore Larsen in Nordic Semiconductor. The Company's share capital following the Offering will be NOK 1,927,816 divided into 192,781,600 shares, each with a nominal value of NOK 0.01. The New Shares will be settled by the Managers through a delivery versus payment transaction on a regular T+2 basis, enabled through a prefunding arrangement between the Company and the Managers. The New Shares delivered to the investors will thus be tradable from the registration of the capital increase with the Norwegian Register of Business Enterprises, expected on or about 10 September 2020. Notifications of allocation are expected to be sent by the Managers on or about 9 September 2020. Completion of the Offering implies a deviation from the equal treatment obligations under the Norwegian Securities Trading Act, the Continuing obligations of companies admitted to trading on the Oslo Stock Exchange and Oslo Børs' Circular no. 2/2014. The Board is of the opinion that the Offering is in compliance with these requirements. By structuring the transaction as a private placement, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. The number of New Shares to be issued in connection with the contemplated Offering implies a limited dilution of existing shareholders. On this basis and based on an assessment of the current equity markets, the Board has considered the Offering to be in the common interest of the Company and its shareholders. As a consequence of the private placement structure, the shareholders' preferential rights to subscribe for the New Shares were deviated from. The Company will not conduct a subsequent repair offering. Advokatfirmaet CLP DA is acting as legal advisor to the Company in connection with the Offering and Advokatfirmaet Thommessen AS is acting as the Norwegian legal advisor to the Managers. For further information, please contact: Pål Elstad, CFO Nordic Semiconductor ASA Phone: +47 991 66 293 Email: pal.elstad@nordicsemi.no Ståle Ytterdal, Director IR & Strategic Sales Nordic Semiconductor ASA Phone: +47 930 37 430 Email: steel.ytterdal@nordicsemi.no This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States. This release is an announcement issued pursuant to legal information obligations and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement 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 Private Placement and/or any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.