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.
Oslo, 2 July 2020.
ELOP AS (“ELOP” or the “Company”) has engaged Arctic Securities AS and Pareto Securities AS (together the “Managers”) to advise on and effect a contemplated private placement of new shares in the Company with gross proceeds of between approximately NOK 75 million and approximately NOK 100 million (the “Private Placement”).
The net proceeds from the Private Placement will be used to finance the Company’s commercialization plan and general corporate purposes.
The price per share in the Private Placement has been set to NOK 6.00, equivalent to a pre-money equity value of the Company of approximately NOK 322 million based on the 53,652,922 shares currently outstanding. Members of management, executive chairman Øivind Horpestad, Middelborg Invest AS (represented on the Company’s board of directors), Tigerstaden Invest AS and certain other existing shareholders have collectively pre-committed to subscribe for NOK 25 million.
The application period in the Private Placement will commence today, 2 July 2020 at 09:00 CEST and close today on 2 July 2020 at 18:00 CEST. The Managers and the Company may, however, at any time resolve to shorten or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
In connection with the Private Placement, the Company will apply for listing of its shares on Merkur Market (the “Listing”), a multilateral trading facility operated by the Oslo Stock Exchange (Oslo Børs ASA). Subject to completion of the Private Placement, and the necessary approvals from the Oslo Stock Exchange, the first day of trading on Merkur Market is currently expected to be on or about 17 July 2020.
Customary lock-up agreements have been entered into with the Company, members of management and the board of directors and certain larger shareholders, which, subject to certain exceptions, restricts their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares in the Company, as applicable. The Company has a lock- up of 6 months, the members of management, the chair of the board, Øivind Horpestad, and board members Ketil Skaget, Lars Nilsen and Erik Langaker have a lock-up of 12 months, shareholders Middelborg Invest AS, a company owned by board member Kristian Lundkvist, and Sogn Invest AS have a lock-up of 6 months. Certain other larger shareholders are subject to a lock-up of 6 months on their existing shareholdings.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
Completion of the Private Placement is conditional upon (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company’s board of directors resolving to approve the Private Placement pursuant to an authorisation given by the Company’s extraordinary general meeting held on 22 June 2020, and (ii) payment and registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
ELOP in brief
ELOP is a Norwegian company established in 2013 by founder Terje Melandsø. The Company has developed a rolling ultrasonic concrete scanner for inspection of critical infrastructure. ELOP’s unique and patented technology is called COBRI. The Company is headquartered in Hamar, Norway, where its research facility is also located. It is developing advanced tools, applications and software solutions for inspection, monitoring and management of concrete structures around the world.
Concrete is the most used construction material in the world, but maintenance of critical infrastructure is a growing global concern. Aging concrete structures, such as bridges, tunnels, parking structures, dams and buildings, are driving up maintenance cost and an increasing number of collapses is setting public safety on the agenda. Maintenance is today heavily reliant on inefficient manual inspections and ELOP is developing solutions to address these global challenges. The underlying technology behind the COBRI scanner uses well-known ultrasonic technology to enable subsurface scanning of concrete structures. As the only rolling ultrasound product on the market, the COBRI enables efficient scanning and 3D visualization. The visualization will make NDT (non-destructive testing) available and efficient for both experts and non-experts alike. The COBRI increases the chance of early-stage detection of subsurface structural weaknesses like air voids, cracks and damages in coating facilitating for preventive maintenance before corrosion becomes an issue. The user-friendly design and functionality is expected to disrupt the inspection of critical infrastructure. ELOP aims to collect large amounts of data from all COBRI scanners in operation, with the purpose that the data will subsequently be used for analytics, management of concrete assets and within a few years contribute to a fully integrated structural health monitoring system. The COBRI hardware and software will produce real-time 3D data for deeper and more comprehensive analysis of concrete assets. The technology is aimed to ensure efficient scanning of assets compared to existing technologies that only perform snap shot imaging of selected areas on large structures. Actionable data will be available for customers without the need for complex interpretation of raw data and lab analysis of ultrasound output.
Company highlights
- ELOP aims to become a market disrupter with the first rolling ultrasonic concrete scanner on the market
- Huge untapped inspection and maintenance market globally
- Huge market potential in data collection, analytics and value-adding applications
- Commercial launch with first product to market expected in Q4 2020
- Carefully constructed growth plan with estimated revenue of NOK 800 million by 2025
- Verified and tested technology with strong commercial and industrial partnerships
- Highly experienced management team with the right technical experience to spearhead commercialization
Advisors
Arctic Securities AS and Pareto Securities AS are engaged as financial advisors to the Company and as Joint Lead Managers and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Schjødt AS is acting as legal advisor to ELOP.
For more information, please contact
Øivind Horpestad, Executive Chairman
+47 910 00 626
Kjersti Kanne, Chief Executive Officer
+47 480 31 075
Important notice
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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 “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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 who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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.
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”, “expect”, “anticipate”, “strategy”, “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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their 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 affiliates accepts any liability arising from the use of this announcement.
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.
