Private placement
Nordic Semiconductor ASA (NOD) - Private placement of NOK 815 million successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Nordic Semiconductor ASA ("Nordic Semiconductor" or "the Company") is pleased to
announce the successful completion of the private placement of 16,300,000 new
shares announced on 24 April 2018, equal to 9.97% of the existing total share
capital of the Company (the "Private Placement"). The Private Placement was
directed at investors in Norway and internationally. The Private Placement
received strong interest from Norwegian and international high quality
investors, and was successfully completed at an offer price of NOK 50.00 per
share, which was determined through an accelerated book-building process.
Settlement is expected to occur on or around 27 April 2018.
The net proceeds from the Private Placement will overall be used to maintain
financial flexibility and to fund growth in working capital while securing and
maximising the Company's growth potential in short range IoT as well as cellular
IoT; as such, net proceeds will be employed to support 1) requirements for
higher working capital on the back of new products, 2) supply chain
enhancements, 3) ramp towards new tier 1 customers, and 4) continue investments
to expand product portfolio and into growth in existing and future business
opportunities.
The share issuance was carried out as a private placement in order to complete a
transaction in an efficient manner and without the significant discount
typically seen in rights issues. On this basis, and based on an assessment of
the current equity markets, the Company's Board of Directors has considered the
Private Placement to be in the common interest of the Company and its
shareholders. As a consequence of the Private Placement structure, the
shareholders' preferential rights were deviated from.
Nordic Semiconductor retained ABG Sundal Collier ASA and DNB Markets, a part of
DNB Bank ASA as joint bookrunners in connection with the Private Placement
(jointly the "Managers").
In accordance with the authorisation granted to the Board of Directors at the
Company's Annual General Meeting held on 17 April 2017, the Board of Directors
has approved the issuance of 16,300,000 new shares (the "New Shares") at a price
per share equal to the offer price for the Private Placement. In connection with
the Private Placement, the Board of Directors of the Company has resolved to set
aside the pre-emptive rights of the existing shareholders. The Board of
Directors considers this to be in the best interests of the Company and the
shareholders since it allows the Company to raise capital more efficiently, at a
lower discount and with lower transaction costs than in a rights offering.
Following the completion of the Private Placement and the issue of the New
Shares, Nordic Semiconductor's share capital will increase by NOK 163,000 to NOK
1,797,816, comprised of 179,781,600 shares with a nominal value of NOK 0.01 per
share.
Nordic Semiconductor has entered into a pre-payment agreement with the Managers,
in order to facilitate delivery of the shares allocated in the Private Placement
on a delivery versus payment basis. After the newly issued shares are fully paid
and the share capital increase pertaining to the Private Placement has been duly
registered with the Norwegian Register of Business Enterprises and the New
Shares have been registered with VPS, expected on or about 26 April 2018, the
New Shares will be tradeable on Oslo Stock Exchange.
For further information, please contact:
Pål Elstad, CFO
Nordic Semiconductor ASA
Phone: +47 991 66 293
Email: pal.elstad@nordicsemi.no
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Nordic Semiconductor ASA ("Nordic Semiconductor" or "the Company") is pleased to
announce the successful completion of the private placement of 16,300,000 new
shares announced on 24 April 2018, equal to 9.97% of the existing total share
capital of the Company (the "Private Placement"). The Private Placement was
directed at investors in Norway and internationally. The Private Placement
received strong interest from Norwegian and international high quality
investors, and was successfully completed at an offer price of NOK 50.00 per
share, which was determined through an accelerated book-building process.
Settlement is expected to occur on or around 27 April 2018.
The net proceeds from the Private Placement will overall be used to maintain
financial flexibility and to fund growth in working capital while securing and
maximising the Company's growth potential in short range IoT as well as cellular
IoT; as such, net proceeds will be employed to support 1) requirements for
higher working capital on the back of new products, 2) supply chain
enhancements, 3) ramp towards new tier 1 customers, and 4) continue investments
to expand product portfolio and into growth in existing and future business
opportunities.
The share issuance was carried out as a private placement in order to complete a
transaction in an efficient manner and without the significant discount
typically seen in rights issues. On this basis, and based on an assessment of
the current equity markets, the Company's Board of Directors has considered the
Private Placement to be in the common interest of the Company and its
shareholders. As a consequence of the Private Placement structure, the
shareholders' preferential rights were deviated from.
Nordic Semiconductor retained ABG Sundal Collier ASA and DNB Markets, a part of
DNB Bank ASA as joint bookrunners in connection with the Private Placement
(jointly the "Managers").
In accordance with the authorisation granted to the Board of Directors at the
Company's Annual General Meeting held on 17 April 2017, the Board of Directors
has approved the issuance of 16,300,000 new shares (the "New Shares") at a price
per share equal to the offer price for the Private Placement. In connection with
the Private Placement, the Board of Directors of the Company has resolved to set
aside the pre-emptive rights of the existing shareholders. The Board of
Directors considers this to be in the best interests of the Company and the
shareholders since it allows the Company to raise capital more efficiently, at a
lower discount and with lower transaction costs than in a rights offering.
Following the completion of the Private Placement and the issue of the New
Shares, Nordic Semiconductor's share capital will increase by NOK 163,000 to NOK
1,797,816, comprised of 179,781,600 shares with a nominal value of NOK 0.01 per
share.
Nordic Semiconductor has entered into a pre-payment agreement with the Managers,
in order to facilitate delivery of the shares allocated in the Private Placement
on a delivery versus payment basis. After the newly issued shares are fully paid
and the share capital increase pertaining to the Private Placement has been duly
registered with the Norwegian Register of Business Enterprises and the New
Shares have been registered with VPS, expected on or about 26 April 2018, the
New Shares will be tradeable on Oslo Stock Exchange.
For further information, please contact:
Pål Elstad, CFO
Nordic Semiconductor ASA
Phone: +47 991 66 293
Email: pal.elstad@nordicsemi.no
Volf
25.04.2018 kl 13:02
1873
Mandatory notification of Trade
Notification of trade - Primary Insider
Marianne Frydenlund, Legal Director, purchased on April 25th, 2018, 500 shares
in Nordic Semiconductor ASA for an average price NOK 50.10 per share.
Following the purchase, Marianne and her related parties/companies owns in total
500 shares in Nordic Semiconductor ASA.
For further information, please contact: Pål Elstad, CFO Nordic Semiconductor
ASA Phone: +47 991 66 293 Email: pal.elstad@nordicsemi.no This information is
subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities
Trading Act)
Se nyhetdetaljer og vedlegg (www.newsweb.no)
Notification of trade - Primary Insider
Marianne Frydenlund, Legal Director, purchased on April 25th, 2018, 500 shares
in Nordic Semiconductor ASA for an average price NOK 50.10 per share.
Following the purchase, Marianne and her related parties/companies owns in total
500 shares in Nordic Semiconductor ASA.
For further information, please contact: Pål Elstad, CFO Nordic Semiconductor
ASA Phone: +47 991 66 293 Email: pal.elstad@nordicsemi.no This information is
subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities
Trading Act)
Se nyhetdetaljer og vedlegg (www.newsweb.no)