Kongsberg Automotive ASA – Results of subsequent offering and issuance of shares in the long term incentive plan employee 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 OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to previous announcements regarding a subsequent offering in Kongsberg Automotive ASA (the "Company") with gross proceeds of up to NOK 300 million by issuance of up to 3,000,000,000 new shares at a subscription price of NOK 0.10 per share (the "Subsequent Offering"), divided into two tranches where tranche A consists of up to 2,304,600,000 offer shares ("Tranche A") and tranche B consists of up to 695,400,000 offer shares ("Tranche B").
The subscription period in the Subsequent Offering expired today at 16:30 hours (CEST). Preliminary results from the Subsequent Offering indicates subscriptions of at least 6,792,675,000 offer shares in tranche A of the Subsequent Offering. This entails that we received subscriptions for offer shares of more than 295% of available tranche A shares. Tranche B is subscribed with 695,400,000 offer shares by the Company's shareholder, Teleios Capital Partners, in accordance with the terms of the Subsequent Offering.
On the above background and pursuant to the board authorization to increase the Company's share capital in the Subsequent Offering granted by an extraordinary general meeting in the Company on 15 June 2020, the board of directors has resolved to increase the Company's share capital by NOK 300,000,000 by issuance of 3,000,000,000 new shares in the Subsequent Offering.
The final results of the Subsequent Offering will be published by way of stock exchange announcement on 27 July 2020. Notification of allocations in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber, expected to be distributed on or about the same date. The payment date for the offer shares is 29 July 2020. Subject to timely payment, the new shares are expected to be delivered and listed on or about 31 July 2020 following registration of the share capital increase.
Moreover, the board of directors has resolved to issue a total of 100,615,421 new shares to eligible participants in the Company's long term incentive program at the same subscription price as in the Subsequent Offering of NOK 0.10 (the "Long Term Incentive Participants Offering"). The Long Term Incentive Participants Offering has been carried out in accordance with the resolutions by the Company's annual general meeting on 30 June 2020 to (i) approve the binding part of the Board’s statement regarding the determination of salaries and other remuneration to the management pursuant to § 6-16a of the Norwegian Public Limited Liability Companies Act and (ii) authorize the board of directors to issue shares in, inter alia, the Long Term Incentive Participants Offering.
Following registration of the share capital increases in the Subsequent Offering with the Norwegian Register of Business Enterprises, the share capital of the Company will be NOK 1,044,799,101.20, divided on 10,447,991,012 shares each with a nominal value of NOK 0.10. Following registration of the share capital increases in the Long Term Incentive Participants Offering with the Norwegian Register of Business Enterprises, the share capital of the Company will be NOK 1,054,860,643, divided on 10,548,606,433 shares each with a nominal value of NOK 0.10.
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 Subsequent Offering.
For further information, please contact Jon Munthe, General Counsel. Mobile: +47 901 14 582
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.
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