Kongsberg Automotive ASA – NOK 386,4 MILLION PRIVATE PLACEMENT SUCCESSFULLY COMPLETED AT A PREMIUM PRICE
Following an unsolicited offer from one of Kongsberg Automotive’s biggest shareholders to inject capital into the company, Kongsberg Automotive ASA ("KA" or the "Company") has on 27 June 2018 successfully completed a private placement (the "Private Placement") raising NOK 386,4 million in gross proceeds through the subscription of 40.676.813 new shares (the "New Shares"), each of nominal value NOK 0,50, representing about 10% of the Company's existing share capital. The subscription price per share in the Private Placement was NOK 9,50 per share, which is 3,2 % above the closing trading price of the Company's shares on Oslo Børs on 27 June, 2018. The subscription price represents a premium of 5,6% compared to the closing price on 26 June, 2018 when the KA board of directors (the "Board") decided to make the same offer available to all of its largest shareholders.
The New Shares have been subscribed by a limited group of existing shareholders. The Private Placement was conducted in compliance with applicable exemptions from relevant prospectus, filing and registration requirements.
Through this capital increase, at a premium, KA’s biggest shareholders continue to demonstrate strong support for the new and improving KA, which is very much recognized and appreciated by the Company.
The capital increase enables the company to strengthen its balance sheet, reduce its debt ratio, and provides financial flexibility. Recently, the Company has won significantly more new business than in previous periods. This capital increase will help support this strong organic growth and other strategic initiatives.
Payment Date for the New Shares is 2 July 2018. Subject to full and timely payment being received for the New Shares, registration of the share capital increase pertaining the New Shares with the Norwegian Register of Business Enterprises is expected to take place on or about 6 July 2018. Delivery of the New Shares is expected to take place immediately after the registration of the share capital increase with the Norwegian Register of Business Enterprises. The New Shares will be made available for trading on Oslo Børs under the Company's existing ISIN upon delivery pursuant to an exemption from the obligation to publish a listing prospectus.
After registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 223.722.472 divided into 447.444.944 shares, each with a nominal value of NOK 0,50.
The Private Placement was resolved by the Board pursuant to the authorisation granted by the annual general meeting on 5 June 2018 (resolution 13.1). The Board considered different transaction alternatives and assessed the Private Placement in light of the equal treatment principles under the Norwegian Securities Trading Act, Oslo Børs' Continuing Obligations of Stock Exchange listed Companies and Oslo Børs' Circular no. 2/2014. The Board considers the Private Placement to be in compliance with these requirements and in the common interest of the Company and its shareholders. In reaching this conclusion, the Board has emphasised that the subscription price is above the last trading price of the shares and that the Private Placement provides for low transaction risk and low costs compared to alternative transaction models. The Board has further considered the transaction size, the dilutive effect of the share issue and the investor interest in the transaction. The Board has based on the same considerations concluded that no subsequent offering will be conducted.
The Company retained SpareBank 1 Markets AS as manager for the Private Placement.
About Kongsberg Automotive:
Kongsberg Automotive provides world-class products to the global vehicle industry. Our products enhance the driving experience, making it safer, more comfortable and sustainable. With revenues of approx. EUR 1,1 billion and approximately 10.500 employees in 18 countries, KA is truly a global supplier. The company is headquartered in Zürich, Switzerland and has more than 25 production facilities worldwide. The KA product portfolio includes seat comfort systems, driver and motion control systems, fluid assemblies, and industrial driver interface products developed for global vehicle manufacturers. Find more information at www.kongsbergautomotive.com.
For more information, please contact:
Kongsberg Automotive Corporate Communications:
Marcus von Pock Communications +41 43 508 94 93
Hallstein Kvam Oma Investor relations +41 43 508 89 63
- IMPORTANT INFORMATION –
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong 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 Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US 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 the 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 issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager 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 a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
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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