Share Issue/Capital Change • Apr 30, 2021
Share Issue/Capital Change
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Axxis Geo Solutions ASA – Private placement successfully completed
Lysaker, 30 April 2021
Reference is made to the stock exchange announcement by Axxis Geo Solutions ASA ("Axxis" or the "Company") on 29 April 2021 regarding approval of final reconstruction plan (the "Reconstruction Plan") and the issue of 1,445 million new shares in the Company in connection with a private placement, raising approximately NOK 144.5 million (the "Private Placement"). The Private Placement was approved at the Extraordinary General Meeting held 28 April 2021.
The Company is pleased to announce that the Private Placement has been successfully completed, raising approximately NOK 144.5 million in gross proceeds to the Company through the allocation of the 1,445 million new shares at a price of NOK 0.10 per new share. The shares were allocated to and subscribed by the group of investors who guaranteed for such subscription, with reference to the stock exchange announcement on 7 April 2021 and the Private Placement was managed by ABG Sundal Collier ASA ("ABGSC") and Sparebank 1 Markets AS ("SP1M") (jointly, the "Managers") as joint bookrunners.
The Company's share capital following the Private Placement and registration with the Norwegian Register of Business Enterprises will be NOK 150,382,101.80 divided into 1,503,821,018 shares, each with a nominal value of NOK 0.10. Furthermore, and as part of the Reconstruction Plan, the Company earlier today called for an Extraordinary General Meeting to be held on 21 May 2021 for converting debt. Following the Private Placement and such debt conversion the Company's share capital will be NOK 192,822,047.60 divided into 1,928,220,476 shares, each with a nominal value of NOK 0.10.
Axxis intends to use the net proceeds from the Private Placement for the purposes of repayments to be made as part of the forced debt settlement under the Reconstruction Plan and as liquidity reserves to support its continued operations following the reconstruction.
Completion of the Private Placement is conditional upon a proposed debt conversion (the "Debt Conversion") being approved by the shareholders meeting, to be voted for on the subsequent Extraordinary General Meeting on 21 May 2021, and that the Reconstruction Plan becomes legally binding and enforceable pursuant to the Reconstruction Act § 52. Provided such conditions being met, the new shares are contemplated to be issued from registration of the share capital increase in the Norwegian Register of Business Enterprises no later than 30 June 2021.
Completion of the Private Placement implies a deviation from the preemptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. The Board has carefully considered such deviation and has resolved that it is of the opinion that there are sufficient grounds to deviate from the preemptive rights. In reaching this conclusion the board has among other things considered that it has been publically known that the board of directors of the Company for a longer period has worked to achieve a financial solution for the Company and that a private placement directed towards the group of investors participating in the Private Placement is necessary to secure the Company's continued operations. In the current situation, the board of directors is of the opinion that a sufficient rights issue towards the existing shareholders would not be realistic. The board, however, plans to allow for shareholders who will not be invited to take part in the Private Placement, to subscribe shares in a subsequent repair issue.
For further information, please contact:
Nina Skage, member of the Board of Directors,
+47 915 38 890
Ronny Bøhn, CEO,
+47 905 58 517
Nils Haugestad, CFO,
+47 977 04 439
About Axxis
Axxis Geo Solutions (Axxis) is a pure-play ocean bottom node seismic company uniquely positioned to pursue both contract and multi-client seismic. Axxis specializes on delivering tailored seismic solutions and flexible project management and execution to oil and gas companies world-wide. Its operations are based on a scalable asset-light setup through chartering of vessels and nodes to complete seismic surveys. Axxis is listed on EURONEXT EXPAND OSLO and traded under the ticker Axxis.
More information on www.axxisgeo.com.
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.
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