DD Call Private placement in listed companies



This due diligence call is held on [date] at [time] CET and will be recorded by [●].[3]

[Client] (hereinafter the "Client", and together with any of its subsidiaries and affiliates the "Group") has engaged [●] [and [●]] (hereinafter [jointly] the "Contractor") to assist the Client in respect of its proposed issue of new shares (the "New Shares") raising gross proceeds of approximately [NOK] [●] (the "Transaction").

The marketing of the Transaction will be based on [an investor presentation and a term sheet, [both dated [●]] (together, the "Offering Material"), for which the Client is solely responsible.

The questions will be directed to the Client, represented by [the CEO and the CFO]. By representing the Client in this call, the representatives make these representations and warranties on behalf of the Client.

When the term "relevant" or "material" is used in this due diligence exercise, it shall mean information that is relevant for or material in the context of an investment decision in and the pricing of the New Shares.

  1. Could all representatives of the Client please state their name and title with the Client and confirm that they are familiar with the Offering Material and authorised to answer these questions on the Client’s behalf.
  2. Please confirm that you are aware that your answers shall be true, complete and accurate, and that you will not omit to state any information necessary in order to ensure that your answers are not misleading.
  3. Are there any facts or circumstances that have been considered to be "inside information" but have not been disclosed to the market?
  4. Are you aware of any fact or circumstance with respect to any Group company, which makes it reasonably likely that the Client will have to make a public disclosure, or decision to delay such disclosure, in the near- or medium-term, other than in connection with the Transaction?
  5. Has all relevant information about the Group, its business and financial position been received by the Contractor or otherwise been made public?
  6. Is all information contained in the Offering Material correct, and in all material respects complete and not misleading [and are the risk factors included in the Offering Material in your assessment adequate for the Client's business][4]?
  7. Are you aware of any untrue statement of a material fact in any public filing by the Client or a Group company, or the omission of a material fact that is required to be disclosed to make any statement in any such public filing not misleading?
  8. Are there any planned public filings other than in connection with the Transaction or normal course announcements relating to the business of the Client?
  9. Is current trading and outlook in line with the management’s expectations as disclosed in the Offering Material or otherwise?
  10. Do the Client’s [audited/unaudited [consolidated] annual/interim] accounts for the [year[s]/period[s]] ending [●], [●] and [●]] (the "Financial Statements") accurately reflect the business, financial and operational condition of the Group as per the period they cover?
  11. Does the Group have any material off-balance sheet obligations or liabilities not reflected in the Financial Statements or Offering Material?
  12. Has there been any material change with respect to the business, financial and operational condition of the Group after the last day of the period covered by the Financial Statements?
  13. Are there any capital market financing plans, refinancing plans or needs or any other challenges relating to the liquidity position or the solidity of the Client or the Group in the next 12 months?
  14. Has there been any material change in accounting principles in the last twelve months?
  15. Has the auditor raised any material issue or has there been any material disagreement with the auditor in the last twelve months?
  16. Is the Client considering any material impairments, write-downs or charges, now or in the next 12 months?
  17. Is the Group in compliance in all material respects with all financial recordkeeping and reporting requirements?
  18. Has the Group paid all taxes and other claims for payments from any governmental authority?
  19. Are you aware of any position taken in prior tax returns where there is a potential material exposure for any Group company?
  20. Is the Group in all material respects in compliance with all applicable laws and regulations (including applicable anti-corruption, anti-money laundering and sanctions laws and regulations) and does the Group maintain policies and procedures designed to promote and achieve compliance with such laws and regulations?
  21. Has any Group company in the last 3 years been involved with any allegations of bribery, corruption, fraud, money-laundering or sanctions violations?
  22. Please confirm that the proceeds from the Transaction will not be employed for the benefit of any activity or person which is subject to applicable sanctions laws or regulations.
  23. Does the Group hold and comply with all licences and authorisations which are material for the conduct of its business?
  24. Are there any material related party transactions by any Group company that are not made on an arms-length basis since the accounts date?
  25. Are there any material related party transactions that have not been subject to review by the statutory auditor of the relevant Group company or other third party?
  26. Is any Group company involved in any dispute, legal or of another nature, which would be relevant in the context of the Transaction, or are you aware of any threat of or circumstances that might reasonably be expected to give rise to any such dispute?
  27. Is any Group company in default, or risk of default, with any material agreement?
  28. Has any Group company received any termination notice or similar in relation to any material agreements, or have there otherwise been any recent changes in any material agreement relating to the Group’s operations?
  29. Has any member of the management of the Group or any director resigned or are you aware of any contemplated or potential resignation by any such person?
  30. Will the proceeds generated from the Transaction ensure that the Client is able to fulfill the purpose for which the Transaction is to be launched?
  31. [●][5]
  32. Other than as may have been discussed above, have there been, or do you have any reason to believe that there may be, any material updates to the Group’s financial performance or strategy, its financing, legal or regulatory position, its current trading or fund-raising or otherwise any material updates to the Group’s business or business plan?
  33. Is there anything else which has not been discussed on this call and which might reasonably be expected to be material to an investor's view of the Client, the Group or the Transaction?

Does anyone have any other questions or comments?

No, then this due diligence call is complete.

Thank you.

[1] NTD: This due diligence script and the Completeness Statement may also be applied in the case of private placements in unlisted companies, but should be tailored for the relevant transaction, and should not be understood as a substitute for more extensive due diligence investigations

[2] NTD: The due diligence call should ideally be held at such time as to allow the Contractor to rectify findings and/or adequately reflect such findings in the Offering Material before it is used towards investors

[3] NTD: To ensure recordings can be easily located

[4] NTD: To be included if there are risk factors in the Offering Material

[5] NTD: Additional deal and company specific questions should always be considered