News

, Tuesday, August 11, 2015
Stock Exchange Notification
Approved Prospectus and Commencement of the Subsequent Offering

Reference is made to the stock exchange announcement
by NRC Group ASA (the "Company" or "NRC") on 22 June
2015 regarding the completed Private Placement, and
on 10 August 2015 regarding the minutes from an
extraordinary general meeting which included, among
other resolutions, the approval of the subsequent
offering of new shares by the Company
(the "Subsequent Offering").

 

NRC Group ASA - Prospectus dated 10 August 2015.pdf

 

The Financial Supervisory Authority of Norway has
approved a prospectus prepared by the Company
covering the following:

Listing of up to 5,281,481 new shares, out of which
3,111,111 shares have been issued in a private
placement, up to 1,800,000 shares to be issued in
connection with the acquisitions of Litz Entreprenad
AB and Elektrobyggnad Sverige AB and up to 370,370
shares to be issued in connection with the
Subsequent Offering (the "Offer Shares"), all with a
nominal value of NOK 1 per share.

The Subsequent Offering comprises an offering of up
to 370,370 offer shares at a subscription price of
NOK 27, corresponding to gross proceeds of up to
approximately NOK 10 million. The Subsequent
Offering will be directed towards the Company's
shareholders as of close of the Oslo Stock Exchange
on 19 June 2015, as registered in the Norwegian
Central Security Depository (VPS) on 23 June 2015
(the "Record Date"), who were not invited to
participate in the Private Placement and who are not
resident in a jurisdiction where such offering would
be unlawful, or would (in jurisdictions other than
Norway) require any prospectus filing, registration
or similar action and who were not invited to
participate in the Private Placement.

Each Eligible Shareholder will be granted non-
tradable subscription rights providing a
preferential right to subscribe for and be allocated
Offer shares in the Subsequent Offering. The Company
will issue 0.0188 Subscription Rights per 1 (one)
Share held in the Company on the Record Date. The
number of subscription rights will be rounded down
to the nearest whole Subscription Right. Each
Subscription Right grants the owner the right to
subscribe for and be allocated one (1) Offer Share
in the Subsequent Offering. Over-subscription and
subscription without Subscription Rights is
permitted; however, there can be no assurance that
Offer Shares will be allocated for such
subscriptions as allocations for over-subscriptions
(if any) will be made at the discretion of the Board
of Directors. If allocations for over-subscriptions
are done, ordinary pro rata principles will apply.

The Subscription Period for the Subsequent Offering
is from and including 11 August 2015 to 18 August
2015 at 16:30 hours (CET). Please note that
subscription rights that are not used to subscribe
for Offer Shares before the end of the Subscription
Period will lapse without compensation and
consequently be of no value.

The Subsequent Offering is managed by Carnegie AS
and DNB Markets.

The Prospectus together with the Subscription Form
will be available from 11 August 2015 at
www.nrcgroup.no, www.carnegie.no and
www.dnb.no/emisjoner, and will also be available
free of charge at the business offices of the
Company, Carnegie and DNB Markets. Norwegian
investors with a VPS account can in addition
subscribe for Offer Shares online at www.carnegie.no
or www.dnb.no/emisjoner.

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

For further information, please contact:

Carnegie AS
Tel: +47 22 00 93 60

DNB Markets
Tel: +47 23 26 81 01

* * * * *

Important information:

The release is not for publication or distribution,
in whole or in part directly or indirectly, in or
into Australia, Canada, Japan or the United States
(including its territories and possessions, any
state of the United States and the District of
Columbia).

This release is an announcement issued pursuant to
legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of
the Norwegian Securities Trading Act. It is issued
for information purposes only, and does not
constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the
United States or in any other jurisdiction. The
securities mentioned herein have not been, and will
not be registered under the United States Act of
1933, as amended (the "Securities Act"). The
Securities may not be offered or sold in United
States except pursuant to an exemption from the
registration requirements of the Securities Act.
The Company does not intend to register any portion
of the offering of the securities in the United
States or to conduct a public offering of the
securities in United States. Copies of this
announcement are not being made and may not be
distributed or sent into Australia, Canada, Japan or
the United States. The subscription or purchase of
shares in the Company is subject to specific legal
or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers
assumes any responsibility in the event there is a
violation by any person of such restrictions.

The distribution of this release may in certain
jurisdictions be restricted by law. Persons into
whose possession this release comes should inform
themselves about and observe any such restrictions.
Any failure to comply with these restrictions may
constitute violation of the securities laws of any
such jurisdiction. The Managers are acting for the
Company and no one else in connection with the
Subsequent Offering 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 any other matter
referred to in this release.

Forward-looking statements:

This release and any materials distributed in
connection with this release may contain certain
forward-looking statements. By their nature,
forward-looking statements involve risk and
uncertainty because they reflect the Company's
current expectations and assumptions as to future
events and circumstances that may not prove
accurate. A number of material factors could cause
actual results and developments to differ materially
from those expressed or implied by these forward-
looking statements.

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