Nordic Unmanned ASA

Prospectus • Jun 20, 2024

Nordic Unmanned ASA - Submission of national prospectus and launch of subsequent offering

Nordic Unmanned ASA - Submission of national prospectus and launch of subsequent offering

20.6.2024 22:02:43 CEST | Nordic Unmanned | Additional regulated information

required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement by Nordic Unmanned ASA (the

"Company") (ticker: NUMND) on 14 May 2024 regarding the announcement of a term

sheet on financial restructuring and a private placement (the "Private

Placement") directed towards Tjelta Eiendom AS ("Tjelta Eiendom") of 470,000,000

new shares in the Company at a subscription price of NOK 0.05 per share,

followed by an underwritten subsequent repair offering of 470,000,000 new shares

(the "Offer Shares") in the Company with pro rata preferential subscription

rights for eligible shareholders in the Company other than Tjelta Eiendom (the

"Subsequent Offering").

The Company has today submitted a national prospectus (the "Prospectus") for

registration with the Norwegian Register of Business Enterprises ("NRBE") in

accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the

Financial Supervisory Authority of Norway nor any other public authority has

carried out any form of review, control or approval of the Prospectus. This

Prospectus does not constitute an EEA-prospectus.

The Prospectus will be made available electronically at

www.paretosec.com/transactions - http://www.paretosec.com/transactions prior to

the commencement of the Subscription Period (as defined below) and is expected

to be published on or about 24 June 2024.

THE SUBSEQUENT OFFERING

The Subsequent Offering comprises the issue of 470,000,000 Offer Shares in the

Company, each with a nominal value of NOK 0.01 at a subscription price of NOK

0.05 per Offer Share, which is equal to the subscription price in the Private

Placement. The Subsequent Offering will result in NOK 23.5 million in gross

proceeds. The Subsequent Offering is subject to completion of a share capital

decrease resolved by the Company's Extraordinary General Meeting on 11 June

2024, reducing the nominal value per share from 0.35 to 0.01,

The Subsequent Offering is directed towards shareholders in the Company as of

14 May 2024 (as registered in the Norwegian Central Securities Depository (the

"VPS") two trading days thereafter, on 16 May 2024 (the ?Record Date?)) who (i)

were not allocated Offer Shares in the Private Placement, and (ii) 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").

Each Eligible Shareholder will receive 4.745249 non-tradeable subscription

rights (the "Subscription Rights") for each share held by such Eligible

Shareholder in the Company as of the Record Date, rounded down to the nearest

whole right. Each Subscription Right will, subject to applicable securities

laws, give the preferential right to subscribe for, and be allocated, one Offer

Share in the Subsequent Offering. Over-subscription will be permitted; however,

there can be no assurance that Offer Shares will be allocated for such

subscriptions. Subscription without subscription rights will also be permitted.

The allocation hierarchy in the Subsequent Offering will be as follows:

a) Shares shall be allocated to Eligible Shareholders who have subscribed with

Subscription Rights.

b) Unallocated shares following a) shall be allocated to Eligible Shareholders

who have over-subscribed with Subscription Rights (on a pro rata basis).

c) Unallocated shares following b) shall be allocated to investors other than

the Eligible Shareholders who have subscribed without subscription rights (the

Company's Board of Directors reserves the right to allocate c) at their sole

discretion (in consultation with the Manager (as defined below)).

d) Unallocated shares following c) shall be allocated to Tjelta Eiendom as

underwriter of the Subsequent Offering.

The subscription period will commence on 24 June 2024 at 09:00 hours Central

European Summer Time (?CEST?) and end on 5 July 2024 at 16:30 hours (CEST) (the

?Subscription Period?).

In order to subscribe for the Offer Shares, the Manager must receive a complete

and duly signed subscription form within the end of the Subscription Period.

Further instructions regarding the subscription procedure are available in the

Prospectus. Subscription Rights that are not used to subscribe for Offer Shares

before the expiry of the Subscription Period will have no value and will lapse

without compensation to the holder.

Notifications of allocated Offer Shares and the corresponding subscription

amount to be paid by each subscriber are expected to be made available by the

Manager on or about 8 July 2024. The due date for payment of the Offer Shares is

on 10 July 2024 (the "Payment Date").

The completion of the Subsequent Offering is subject to (i) completion of the

share capital reduction, the private placement and the debt conversion resolved

by and extraordinary general meeting on 11 June 2024; (ii) completion of all

conditions precedent for the amendments of the Company's debt facilities as part

of the restructuring announced on 14 May 2024; (iii) due payment of the Offer

Shares by the subscribers, (iv) registration of the share capital increase

pertaining to the Subsequent Offering with the NRBE, and (v) delivery of the

Offer Shares to the subscribers in the VPS.

Eligible Shareholders should note that although the Payment Date is 10 July

2024, the earliest possible date for delivery of the shares is on or about 29

July 2024, and that there can be no guarantee that delivery of shares will not

be postponed beyond such date, if the conditions for the Subsequent Offering are

not fulfilled at such time.

The Company will make adequate announcements relating to both commencement and

final day of the Subscription Period.

ADVISORS

Pareto Securities AS (the "Manager") acts as manager in the Subsequent Offering.

Advokatfirmaet Schjødt AS acts as legal advisor to the Company.

DISCLOSURE REGULATION

IMPORTANT NOTICES

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. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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 or their

securities 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 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 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, 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 provide any guarantees 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

document.

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 of the Company, the Manager nor any of their 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 in the Company. Neither the Company, the Manager nor any of

their respective affiliates accepts any liability arising from the use of this

announcement.

CONTACTS

* Lars A Landsnes, CFO/COO, Nordic Unmanned ASA, +47 951 40 370,

ll@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned is a leading European manufacturer (OEM) and certified operator

of unmanned aircraft systems ("UAS").

We are serving large corporations, government agencies and security customers by

offering systems, solutions and flight services for environmentally friendly

delivery of productivity improvements and time critical, actionable data

insights and logistics services.

Our solutions and services are organized in the three business segments as

follows:

Flight Services: is a technology-agnostic flight services operator providing

time-critical actionable data to large corporate and governmental customers. The

segment also includes NUAer AS and Resale.

AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in

lightweight drones and sensors (payloads) tailored for defense and security.

DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and

autonomous drone system with proprietary software for surveillance and security.

Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,

maintenance, and sales of unmanned systems and sensor technology. AirRobot is

ISO 9001:2015 and EN 9100:2018 certified for its development and production

capabilities of unmanned systems.

Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO),

Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also comprise

joint venture - Omni Unmanned SA with OHI Group SA (registered in Luxemburg) and

joint venture - NUAer AS with Aeromon OY (registered in Norway).

For more information visit - https://nordicunmanned.com/

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847587/18152808/4681/Download%20announce

ment%20as%20PDF.pdf