Nordic Unmanned ASA

Prospectus • Jun 15, 2022

Nordic Unmanned ASA: Registration of prospectus and subsequent offering

Nordic Unmanned ASA: Registration of prospectus and subsequent offering

15.6.2022 14:24:47 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

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE

UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcements published by Nordic

Unmanned ASA (the "Company") (OSE: NUMND) on 2 June 2022 and 3 June 2022

announcing the successfully placed private placement of 3,636,363 new shares in

the Company, raising gross proceeds of approximately NOK 80 million (the

"Private Placement"), and a potential subsequent offering (the "Subsequent

Offering").

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

registration with the Norwegian Register of Business Enterprises 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.sb1markets.no -

http://www.sb1markets.no prior to the commencement of the Subscription Period

(as defined below).

The Subsequent Offering comprises the issue of up to 1,363,636 new shares (the

"Offer Shares") in the Company, each with a nominal value of NOK 1, at a

subscription price of NOK 22.00 per share, which is equal to the subscription

price in the Private Placement. Total gross proceeds will amount up to

approximately NOK 30 million, if all the Offer Shares are allocated and issued.

The Subsequent Offering is directed towards shareholders in the Company as of 2

June 2022 (as registered in the Norwegian Central Securities Depository (the

"VPS") two trading days thereafter, on 7 June 2022 (the ?Record Date?)), who (i)

were not allocated shares in the Private Placement, and (ii) are not resident in

a jurisdiction where such offer would be illegal or (in jurisdictions other than

Norway), requires the issuance of a prospectus, registration or other similar

action (the "Eligible Shareholders").

Each Eligible Shareholder will receive 0.0789 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 not be permitted.

The subscription period will commence on 17 June 2022 and end on 28 June 2022 at

12:00 hours (CEST) (the "Subscription Period").

In order to subscribe for shares, the Manager (as defined below) must receive a

complete and duly signed subscription form within the end of the Subscription

Period. Further instructions regarding the subscription procedure is 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 distributed on or about

29 June 2022. The due date for payment of the Offer Shares is on 1 July 2022

(the "Payment Date"). The Offer Shares are expected to be delivered to the

subscriber's VPS account on or about 8 July 2022.

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

Offer Shares by the subscribers, (ii) the Board of Directors resolving to

approve the Subsequent Offering and issue the Offer Shares, (iii) registration

of the share capital increase pertaining to the Subsequent Offering with the

Norwegian Register of Business Enterprises, and (iv) delivery of the Offer

Shares to the subscribers in the VPS.

SpareBank 1 Markets AS (the "Manager") acts as manager in the Subsequent

Offering. Advokatfirmaet Schjødt AS acts as legal advisor to the Company.

Advokatfirmaet Grette AS acts as legal advisor to the Manager.

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.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

ABOUT NORDIC UNMANNED

Nordic Unmanned ASA is a global leader of high-end products and services related

to drones and data capture. Through world-wide operational experience and

industry leading expertise, Nordic Unmanned supports large governmental and

industrial clients in the adaption of unmanned systems and services.

Founded in 2014, the Group has offices in Sandnes, Oslo, Molde, Odense (DK),

Cranfield (UK) and Arnsberg (GER) and has quickly become one of Europe's leading

providers of unmanned systems and services, with operations across the

continent. The Group is ISO 9001-2015 and certified by for the operation,

maintenance, sale, design, development, and production of unmanned systems and

sensor technology. The production is also AS9100 certified.

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