NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,JAPAN ,SOUTH AFRICA , ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.AutoStore Holdings Ltd. - Announcement of Stabilisation and Over-AllotmentNedre Vats ,20 October 2021 . Reference is made to the announcement byAutoStore Holdings Ltd. ("AutoStore " or the "Company", OSE ticker code "AUTO") on20 October 2021 regarding the successful completion of the bookbuilding and IPO (the "Offering" or the "IPO").Carnegie AS (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities in the shares inAutoStore from today to and including18 November 2021 (the "Stabilisation Period"). Any stabilisation activities are aimed to support the market price of the shares. In connection with the Offering, the Managers have over-allotted 87,073,964 shares inAutoStore to applicants in the Offering (the "Additional Shares"), which equals 15% of the number of new shares and sale shares sold in the Offering. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager, on behalf of the Managers (as defined below), has borrowed, from the Company and funds/companies owned, managed or advised byThomas H. Lee Partners and EQT, Automate Investment AS andAutomate Investment II AS (the "Selling Shareholders"), a number of shares inAutoStore equal to the number of Additional Shares (the "Lending Option"). Further, the Selling Shareholders and certain employees and a former board member exercising vested share options in connection with the IPO (the "Option Selling Shareholders") have granted to the Stabilisation Manager an option (the "Greenshoe Option") to purchase from them up to 87,073,964 shares in the Company at a price per share ofNOK 31 , which is equal to the final offer price in the Offering (the "Offer Price ") to cover short positions made or created in connection with the exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, within a 30-day period commencing at the time at which "if sold" trading in the shares commences on Oslo Børs. To the extent that the Stabilisation Manager has over-allotted shares in the Offering, the Stabilisation Manager has created a short position in the shares. The Stabilisation Manager may close out this short position by buying shares in the open market through stabilisation activities and/or by exercising the Greenshoe Option. The Stabilisation Manager may effect transactions with a view to support the market price of the shares at a level higher than what might otherwise prevail, through buying shares in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest at the end of the Stabilisation Period. Any stabilisation activities will be conducted based on the principles set out in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. If stabilisation activities are undertaken,AutoStore will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information on the Company's ticker on www.newsweb.no as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of shares sold and purchased; (ii) the dates on which the Stabilisation Period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the Stabilisation Period; and (iv) the date at which stabilisation activities last occurred. To the extent that there are any profits earned from such stabilisation transactions, the Stabilisation Manager, on behalf of the Managers, shall remit the aggregate amount of any such net profits to the Selling Shareholders.Carnegie AS ,J.P. Morgan AG , andMorgan Stanley & Co. International plc are acting as joint global coordinators and joint bookrunners in the Offering (together, the "Joint Global Coordinators").ABG Sundal Collier ASA ,Citigroup Global Markets Limited andJefferies GmbH are acting as joint bookrunners in the Offering (together with the Joint Global Coordinators, the "Joint Bookrunners").Mizuho Securities Europe GmbH andSpareBank 1 Markets AS are acting as co-lead managers (together with the Joint Global Coordinators and the Joint Bookrunners, the "Managers").Moelis & Company UK LLP is acting as Financial Advisor in relation to the IPO (the "Financial Advisor").Advokatfirmaet Thommessen AS is acting as the Norwegian legal counsel to the Company.Kirkland & Ellis International LLP is acting as international legal counsel to the Company.Walkers (Bermuda) Limited is acting asBermuda legal counsel to the Company.Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Managers.Milbank LLP is acting as international legal counsel to the Managers. AboutAutoStore AutoStore is an innovative robotic and software technology company, and a pioneer of cubic storage automation. The group operates in the rapidly growing warehouse automation industry, and in the even faster growing cube storage segment.AutoStore develops warehouse solutions for the future and helps its customers to enable space saving and increase performance, while reducing labor and energy costs. For more information aboutAutoStore , see www.autostoresystem.com. Important Notice This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities inthe United States . Securities may not be offered or sold inthe United States unless they are registered or are exempt from registration under theU.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed.AutoStore Holdings Ltd. (the "Company") does not intend to register any portion of this offering inthe United States or to conduct a public offering inthe United States . Copies of this announcement are not being, and should not be, distributed in or sent intothe United States . It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution inAustralia ,Canada , theHong Kong special administrative region ofthe People's Republic of China ,Japan ,South Africa ,the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. In theUnited Kingdom , this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other thanNorway ,Sweden ,Denmark andFinland , which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer. The Managers and the Financial Advisor and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers and the Financial Advisor are acting exclusively forAutoStore and no-one else in connection with the IPO and will not regard any other person as their client in relation to the IPO and will not be responsible to anyone other thanAutoStore for providing the protections afforded to their clients. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus is available from the Company's registered office and, subject to certain exceptions, on the website of the Company. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels. Forward looking statements This announcement includes forward-looking statements which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise. The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
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