NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
NORBIT ASA – IPO covered on revised terms and extension of bookbuilding and application period
Trondheim, 14 June 2019: Reference is made to the announcement of the terms for NORBIT ASA’s (“NORBIT” or the “Company”) contemplated initial public offering (the “IPO”) published on 4 June 2019, the announcement of the commencement of the bookbuilding and application period published on 5 June 2019, and the prospectus for the IPO, dated 4 June 2019 (the “Prospectus”).
NORBIT’s management has carried out an extensive roadshow and has met with a large number of institutional and private investors. While NORBIT’s equity story and strategy has received strong support among investors and substantial subscriptions for shares within the indicative price range, the bookbuilding period has coincided with increased market uncertainty.
In order to achieve a successful transaction and listing on Oslo Børs that will benefit both new and existing shareholders, NORBIT has decided to fix the Offer Price in the IPO below the Indicative Price Range and reduce the maximum number of Sale Shares offered by the Selling Shareholders.
The Offer Price is set to NOK 19 per Offer Share (provided, however, that the 20% reduction for certain application amounts in the Employee Offering, as further described in the Prospectus, will still apply). The Company’s gross proceeds from the IPO will remain at approximately NOK 250 million. The Offer Price implies, excluding the effects of the reduced offer price in the Employee Offering, that 13,157,895 New Shares will be issued in the IPO, which corresponds to a dilution for the existing shareholders of approximately 23%.
The maximum number of Sale Shares offered by the Selling Shareholders will be 9,800,000 Sale Shares, divided between the Selling Shareholders as follows:
- VHF Invest AS: Up to 1,870,105 Sale Shares
- Draupnir Invest AS: Up to 2,385,375 Sale Shares
- Petors AS: Up to 1,870,105 Sale Shares
- Eidco AS: Up to 1,837,208 Sale Shares
- Esmar AS: Up to 1,460,000 Sale Shares
- Racce AS: Up to 377,207 Sale Shares
As set out in the Prospectus, the Managers may elect to over-allot a number of Additional Shares, equalling up to 15% of the total number of New Shares and Sale Shares allocated in the IPO, and Draupnir Invest AS, Eidco AS, Racce AS and Esmar AS are expected to grant to Arctic Securities, acting as Stabilisation Manager on behalf of the Managers, a lending option to borrow up to a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment.
Taking into account the revised Offer Price (excluding the effects of the reduced offer price in the Employee Offering), and assuming that the maximum number of Sale Shares are sold and the maximum number of Additional Shares are sold, the IPO will amount to 26,401,579 Offer Shares, representing approximately 47% of the Shares in issue following the IPO and a maximum offering size of approximately NOK 502 million. Based on the same assumptions, the free float following the IPO will be approximately 47%.
Based on the revised Offer Price and the new maximum number of Sale Shares, the Managers have confirmed to the Company that the IPO is fully subscribed at the maximum offering size, including the over-allotment option.
As a consequence of the above, the Company has decided to extend the bookbuilding and application period in the IPO. Following these extensions, the Bookbuilding Period in the Institutional Offering will expire on 18 June 2019 at 14:00 hours (CET) and the Application Period in the Retail Offering and the Employee Offering will expire on 18 June 2019 at 12:00 hours (CET), unless extended (however so that the bookbuilding and application period may in no event be extended beyond 16:30 hours (CET) on 21 June 2019).
Based on such extension, publication of the results of the IPO is expected to take place on or about 18 June 2019, with distribution of allocation notes and contracts notes on or about 19 June 2019. Accounts from which payment will be debited in the Retail Offering and the Employee Offering must be sufficiently funded from 19 June 2019. The Payment Date in the Retail Offering and the Employee Offering will be 20 June 2019 with delivery of Offer Shares taking place on or about 21 June 2019. Payment and delivery of Offer Shares in the Institutional Offering will take place on or about 21 June 2019. Trading in the Shares on Oslo Børs is expected to commence on or about 20 June 2019 at 09:00 hours (CET) under the ticker code “NORBIT”.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at www.norbit.com, www.arctic.com, www.paretosec.com and www.sb1markets.no. Hard copies of the Prospectus may also be obtained free of charge from the same date at the Company’s offices at Stiklestadveien 1, 7041 Trondheim, Norway or by contacting one of the Managers.
Capitalised terms used, but not defined, herein shall have the meaning set out in the Prospectus.
For further queries, please contact:
Per Jørgen Weisethaunet
+47 959 62 915
+47 404 51 102
About NORBIT ASA
NORBIT is a global provider of tailored technology to carefully selected niches. The company’s business is structured to address its key markets; Oceans, targeting the global maritime markets, Intelligent Traffic Systems (ITS), offering connectivity solutions for truck applications, and Product Innovation and Realization (PIR), with in-house multidisciplinary R&D and manufacturing.
NORBIT is headquartered in Trondheim, Norway, with manufacturing facilities in Selbu, Røros and Trondheim, Norway and 12 offices and subsidiaries around the world.
For more information: www.norbit.com
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither of the Managers nor any of their respective affiliates nor any of their respective directors, officers, employees, advisors or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to NORBIT ASA (the “Company”), its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons that attain possession of any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the website of the Company.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (“Qualified Investors”), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 to 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.
The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO 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 intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated IPO or otherwise.
Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “expect”, “anticipate”, “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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform accurately with the total figure given.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.