Kongsberg Automotive ASA – Publication of prospectus and start of subscription period in subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL ORSUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to the announcement by Kongsberg Automotive ASA (the "Company") on 3 July 2020 regarding approval of a prospectus by the Financial Supervisory Authority of Norway (the "Prospectus") covering (i) the listing on Oslo Børs of 6,910,947,867 new ordinary shares in the Company (the "Tranche 2 Private Placement Shares") issued in tranche 2 of a private placement raising gross proceeds of in aggregate NOK 700,000,000 (the "Private Placement"), and (ii) a subsequent offering of new ordinary shares in the Company (the "Subsequent Offering").
The subscription period in the Subsequent Offering will commence today, 6 July 2020, at 09:00 CEST and ends on 24 July 2020 at 16:30 CEST.
The Subsequent Offering comprises an offer by the Company to raise an amount of up to NOK 300,000,000 in gross proceeds by issuing up to 3,000,000,000 new shares, each with a nominal value of NOK 0.10, at a subscription price of NOK 0.10 per Offer Share (the "Offer Shares"). The Subsequent Offering is divided into two tranches, where tranche A consists of up to 2,304,600,000 Offer Shares to raise gross proceeds of up to NOK 230,460,000 ("Tranche A") and tranche B consists of up to 695,400,000 Offer Shares to raise gross proceeds of up to NOK 69,540,000 ("Tranche B").
Tranche A of the Subsequent Offering is, subject to applicable securities laws, directed towards shareholders in the Company as of the end of 20 May 2020, as registered in the VPS on 25 May 2020 (the "Record Date") who (i) were not invited to participate in the Private Placement and (ii) 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 ("Eligible Shareholders"). Tranche B of the Subsequent Offering is directed at the Company's shareholder Teleios Capital Partners and is limited to up to 23.18 % of the total allocation in the Subsequent Offering. Any shares not subscribed for in Tranche B will be made available for oversubscription in Tranche A.
Eligible Shareholders in Tranche A of the Subsequent Offering will receive non-transferable subscription rights (the "Subscription Rights") based on their registered shareholding as of the Record Date, giving preferential rights to subscribe for and be allocated shares in Tranche A of the Subsequent Offering. Each Eligible Shareholder will be granted 7.031 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder as of the end of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for one (1) Offer Share. Oversubscription in the Subsequent Offering by Eligible Shareholders will be allowed. Subscription without Subscription Rights is allowed for investors that did not participate in the Private Placement, however, with last priority allocation in accordance with the allocation principles set out in the Prospectus. No guarantees are made for allocation of Offer Shares not covered by Subscription Rights.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Subscription rights that are not used to subscribe for Offer Shares before the end of the subscription period will have no value and will lapse without compensation to the holder.
The payment date for Subsequent Offering is on or about 29 July 2020. Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, issuance of Offer Shares is expected to take place on or about 31 July 2020. The Offer Shares are expected to be delivered to the subscribers and commence trading on Oslo Børs on or about the same date.
Pending publication of the Prospectus, the 6,910,947,867 Tranche 2 Private Placement Shares have been placed on an ISIN separate from the Company's other shares and been admitted to trading on Merkur Market. As a result of the publication of the Prospectus, the 6,910,947,867 Tranche 2 Private Placement Shares are transferred from trading on Merkur Market to trading on Oslo Børs from and including today, 6 July 2020.
The Prospectus will be available today at https://www.sb1markets.no/ and https://www.kongsbergautomotive.com/investor-relations/.
Hard copies of the Prospectus, including the subscription form, will be available at the Company's offices in Dyrmyrgata 48, 3611 Kongsberg or by contacting SpareBank 1 Markets AS at tel +47 24 14 74 70.
SpareBank 1 Markets AS is acting as manager for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as the Company's legal adviser for the Private Placement and the Subsequent Offering.
For information about the Subsequent Offering, please contact the manager:
SpareBank 1 Markets AS, tel. +47 24 14 74 70
This announcement is for information purposes only and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into the United States, Australia, New Zealand, Canada, Hong Kong or Japan, or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of national securities laws.
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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The Company does not intend to register any part of the offering or their securities 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.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any EEA member state, the "Prospectus Regulation"). In any EEA member state that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.
In the United Kingdom, this notice is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this notice relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
The Manager is acting exclusively for the Company and no one else in connection with the transactions described herein and assume no responsibility for this announcement. Neither the Manager nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
This information is subject of the disclosure requirements under section 5-12 of the Norwegian Securities Trading Act and is published in accordance with the requirements of the Oslo Stock Exchange’s Continuing Obligations.
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