Share Issue/Capital Change • Apr 8, 2022
Share Issue/Capital Change
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Argeo AS: Key Information about Subsequent Offering
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.
Reference is made to the stock exchange notice by Argeo AS ("Company") on 8 April 2022 at 08:00 (CEST) announcing the completion of a private placement of new shares in the Company (the "Private Placement"), and the proposal, subject to the Private Placement being approved by the extraordinary general meeting, to conduct a subsequent share offering (the "Subsequent Offering").
Please find key information relating to the Subsequent Offering below:
Date on which the terms and conditions of the repair issue were announced: 8 April 2022
Last day including right: 7 April 2022
Ex-date: 8 April 2022
Record date: 11 April 2022
Date of approval: 19 April 2022
Maximum number of new shares: 2,000,000
Subscription price: NOK 5 per share
Other information: The Subsequent Offering is proposed directed towards shareholders of the Company as of 7 April 2022 (as registered with the VPS on 11 April 2022) who (i) were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action). Such shareholders will be granted non -transferable subscription rights that provide rights to subscribe for and be allocated shares in the Subsequent Offering.
The Subsequent Offering is subject to i) the publication of a prospectus, ii) the approval by the extraordinary general meeting of the Company on 19 April 2022 of the Private Placement and the authorization to the board of directors to issue new shares in the Subsequent Offering and iii) the prevailing market price of the Company's shares following the Private Placement. The Company's board of directors may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the subscription price in the Subsequent Offering at significant volumes.
Advisors
SpareBank 1 Markets AS is acting as Manager and Sole Bookrunner in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.
For more information, please contact:
Trond Figenschou Crantz, CEO Argeo AS
Email: [email protected]
Phone: +47 976 37 273
About Argeo | www.argeo.no
Argeo is a company with a mission to transform the ocean surveying and inspection industry by utilizing autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (“AUVs”) will significantly increase efficiency and imaging quality in addition to contribute to significant reduction in CO2 emissions from operations for the global industry in which the Company operates. The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic and geological methods from shallow waters to the deepest oceans for the market segments Infrastructure, Offshore Wind, Oil & Gas and Deep-Sea Minerals. Argeo was established in 2017 and has offices in Asker and Tromsø, Norway. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.
The Company is listed on Euronext Growth Oslo under the ticker code: "ARGEO".
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. 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 information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
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.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
The Manager are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.
This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Argeo'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.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Odd Erik Rudshaug, Chief Financial Officer, at Argeo AS on the date and time provided.
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