NOD - Contemplated private placement to raise gross proceeds ...


08.09.2020 16:31:21: Nordic Semiconductor ASA - Contemplated private placement to raise gross proceeds of the NOK equivalent of approximately USD 125 million



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Oslo, 8 September 2020. Nordic Semiconductor ASA ("Nordic Semiconductor" or "the
Company") announces an offering of new shares (the "New Shares") in order to
raise gross proceeds of the NOK equivalent of approximately USD 125 million (the
"Offering").

The net proceeds from the issuance of the New Shares in the Offering will be
employed to support the Company's continued growth trajectory, including working
capital requirements and supply chain enhancements, ramp-up new Tier 1
customers, strengthen the balance sheet, continue investments to expand product
portfolio for existing and future growth opportunities as well as to pursue
potential bolton M&A opportunities.

The Company has retained Morgan Stanley & Co. International plc, ABG Sundal
Collier ASA and DNB Markets, a part of DNB Bank ASA, as joint bookrunners in
connection with the Offering (jointly the "Managers").

The Offering will be directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and
prospectus requirements, and subject to other applicable selling restrictions.
The minimum application and allocation amount have been set to the NOK
equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

The offer price in the Offering will be determined by the board of directors of
the Company (the "Board") following an accelerated bookbuilding process. The
bookbuilding period for the Offering commences today, on 8 September 2020 at
16:30 CEST and is expected to close on 9 September 2020 at 08:00 CEST. The
Company, after consultation with the Managers, reserves the right to at any time
and in its sole discretion close or extend the bookbuilding period or to cancel
the Offering in its entirety and for any reason. If the bookbuilding is
shortened or extended, the other dates referred to herein may be changed
correspondingly.

Completion of the Offering by delivery of the New Shares is subject to (i) the
approval by the Board of the Offering including the Board resolving to issue the
New Shares pursuant to an authorisation to increase the share capital granted by
the Company's annual general meeting held on 21 April 2020, (ii) the placement
agreement entered into by the Joint Bookrunners and the Company on 8 September
2020 not being terminated by the Managers in accordance with the terms thereof
and (iii) the share capital increase pertaining to the issuance of the New
Shares being registered with the Norwegian Register of Business Enterprises, and
such other corporate resolutions and actions deemed necessary by the Company to
effectuate the Offering. Neither the Company nor the Managers shall have no
liability towards the applicants should one or more of the conditions not be
satisfied.

The Company reserves the right to cancel, and/or modify the terms of, the
Offering at any time and for any reason prior to delivery of the New Shares.
Neither the Company nor the Managers will be liable for any losses incurred by
investors if the Offering is cancelled and/or modified, irrespective of the
reason for such cancellation.

Allocation of the shares in the Offering will be determined after the expiry of
the bookbuilding period, and the final allocation will be made by the Board at
its sole discretion, following advice from the Managers. The Company has entered
into a pre-payment arrangement with the Managers in order to facilitate delivery
of the New Shares allocated in the Offering on a delivery versus payment basis
with a regular T+2 cycle. When the New Shares have been fully paid and the share
capital increase pertaining 2 to the issuance of the New Shares have been duly
registered with the Norwegian Register of Business Enterprises and the New
Shares have been registered in VPS, the New Shares allocated in the Offering
will be tradeable on the Oslo Stock Exchange.

The Company will announce the exact number of New Shares to be issued in the
Offering through a stock exchange notice expected to be published before opening
of the trading on Oslo Stock Exchange on 9 September 2020.

Subject to completion of the Offering, the Company has agreed to a 90 days
lock-up for the Company, subject to customary exemptions as well as relating
share issuance under employee stock option and management remuneration plans.

The Board has considered the Offering in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the Continuing
obligations of companies admitted to trading on the Oslo Stock Exchange and Oslo
Børs' Circular no. 2/2014, and is of the opinion that the proposed Offering is
in compliance with these requirements. By structuring the transaction as a
private placement, the Company will be in a position to raise capital in an
efficient manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue. In addition,
the Offering is subject to marketing through a publicly announced bookbuilding
process and a market-based offer price should therefore be achieved. The Board
also aims to widen the Company's shareholder base by completing the transaction
as a private placement. Furthermore, the number of New Shares to be issued in
connection with the contemplated Offering will imply a limited dilution of
existing shareholders. On this basis and based on an assessment of the current
equity markets, the Board has considered the Offering to be in the common
interest of the Company and its shareholders. As a consequence of the private
placement structure, the shareholders' preferential rights to subscribe for the
New Shares will be deviated from.

Advokatfirmaet CLP DA is acting as legal advisor to the Company in connection
with the Offering and Advokatfirmaet Thommessen AS is acting as the Norwegian
legal advisor to the Managers.

For further information, please contact:

Pål Elstad, CFO Nordic Semiconductor ASA Phone: +47 991 66 293 Email:
pal.elstad@nordicsemi.no

Ståle Ytterdal, Director IR & Strategic Sales Nordic Semiconductor ASA Phone:
+47 930 37 430 Email: steel.ytterdal@nordicsemi.no

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.


IMPORTANT INFORMATION:

These materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
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 3 who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any
applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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.

Del 1
Redigert 08.09.2020 kl 16:52 Du må logge inn for å svare
Sa2ri
08.09.2020 kl 16:51 1366

Del 2:

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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. The information, opinions and forwardlooking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
This announcement is made by and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers 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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

This announcement is not a prospectus for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on
prospectuses to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC
(as amended) as implemented in any Member State.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

https://newsweb.oslobors.no/message/513096
Sa2ri
08.09.2020 kl 16:54 1354

Her er det kanskje på sin plass å spørre om DnB har så tette skott mellom analyse og corporate som man bør, dette da de senest i går kom med en oppdatering på NOD og nytt kursmål på 125,-. Virker litt "uryddig" synes jeg.
Dubois
08.09.2020 kl 16:55 1343

Hva er uryddig med det?
Sa2ri
08.09.2020 kl 17:09 1286

Det er vel ikke helt stuerent at en av tilretteleggerne i emisjonen kommer med en analyse som er med på å kjøre kursen opp dagen før emisjonen, eller?
Sa2ri
08.09.2020 kl 17:10 1279

Den skjønte jeg ikke helt så du må gjerne forklare hva du mener.
omans
08.09.2020 kl 17:10 1273

Er antakelig forskjellige folk som steller med analyse og emi tilrettelegging uavhengig av hverandre.

Får satse på at markedet kan etter hvert tolke det som vekst, som for Nel.
Men spent på emikursen. Den må jo bli under 90 antakelig. 85?
Dubois
08.09.2020 kl 17:32 1212

Hvilken tier 1 kunde som krever emi, er vel det som er spørsmålet.
Møyfrid
08.09.2020 kl 17:50 1171

Ikke kunde, men kunder....

@Dubois Enig. Når NOD tidligere har hatt emi har det vært med krav fra større kunder. Det har tidligere vært spekulert i om Nordic trenger kapital for å understøtte Airtags:

https://finansavisen.no/nyheter/teknologi/2020/04/21/7519611/tror-norsk-it-aksje-rigges-for-nye-apple-leveranser

At en tilrettelegger bistår med å kjøre kursen litt opp i forkant av emisjon er jo business as usual. DnB Markets har imidlertid ikke noe høyere kursmål enn de andre meglerhusene. Fremdeles venter vi på update fra Sp.bank 1 market som setter høyere kurs enn de andre og begrunner dette godt. Dette er spennende!!

Oppdateringen fra Sp.bank 1 market kom på mandag kursmålet ble hevet fra 110 til 120 norske kroner
patek
09.09.2020 kl 00:20 859

Kr 88! Nå er et bare å lene seg tilbake og nyte ferden!

https://newsweb.oslobors.no/message/513101
Redigert 09.09.2020 kl 00:21 Du må logge inn for å svare

Jeg fikk handlet aksjer til 87kr😂 Kan tjene godt på panikksalg!

Jeg kjøpte meg inn i NOD i dag tidlig også.

Har ventet lenge på å få en inngang i dette selskapet. Tror emisjonen gjorde at vi fikk en unik mulighet.
Fortsetter utviklingen i selskapet slik det nå gjør, bør kursen kunne dobles på 2-3 år.

Silberman
Redigert 09.09.2020 kl 09:24 Du må logge inn for å svare
omans
09.09.2020 kl 10:04 583

88 er sikkert ok. Kurs vil da være tynget litt mot dette ifm situasjonen, kurs var jo på vei over 100 men ledelsen timet emien nå, med å komme med positiv PW i forrige uke, og oppnå frisk kurs på emien.

Kun et halvt år siden kurs var 30-40, og da var den fin å handle.

Det blir spennende å se utviklingen og mulig samarbeid med Apple.
Selv har jeg stadig behov for en dings på nøkkelknippet, som forteller meg hvor de ligger om de er litt på "avveie"
Dvs det er nok mange andre som også trenger dette.
focuss
09.09.2020 kl 10:48 507

Synes fortsatt denne er veldig dyr sammenliknet med Kitron, Kitron har større omsetning, bunnlinje og ordrereserve, men priset veldig mye lavere. Selv om Kitron går tre gangen er det fortsatt 50% opp til verdien av Nordic Semiconductor. Markedet priser åpenbart inn en sterk vekst men Kitron vokser også, ref ordrereserven.