Axactor SE : - Contemplated private placement

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Reference is made to the stock exchange notice published by Axactor SE
("Axactor" or the "Company") on 9 December 2020, where the Company announced a
refinancing of its bonds and bank facilities, acquisition of the 50% stake in
Axactor Invest 1 S.á r.l. ("Axactor Invest") owned by Geveran Trading Co Ltd.
("Geveran") in exchange for new shares in Axactor, refinancing of the mezzanine
facility in Axactor Invest and an intention to raise up to EUR 50 million in new
equity through a private placement and a subsequent offering. 



The Company contemplates a private placement of 40 million new shares (the
"Offer Shares"), representing 21.6% of the outstanding share capital of the
Company, at an offer price of NOK 8.00 per share (the "Private Placement"). ABG
Sundal Collier, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial
i Norge are acting as joint bookrunners (the "Joint Bookrunners") in connection
with the Private Placement.



The net proceeds from the Private Placement will be used to strengthen the
balance sheet, fund acquisition of portfolios and for general corporate
purposes. For more information regarding the use of proceeds and the
refinancing, please see the attached investor presentation.



Geveran, which is the Company's largest shareholder, has committed to subscribe
for, and will be allocated, 12.7 million Offer Shares in the Private Placement
at NOK 8.00 per share, corresponding to its pro rata 31.95% share of the private
placement. As described in the stock exchange notice related to the refinancing,
Geveran will, as a result of Axactor's acquisition of Geveran's shares in
Axactor Invest with settlement in new Axactor shares, increase its ownership in
Axactor from 31.95% to 46.41% (before the Private Placement). 



The members of the Board of Directors and the executive management of Axactor
has committed to subscribe for the following in the Private Placement: 



Glen Ole Rødland, Chairman			 1,000,000 shares 

Terje Mjøs, Board Member 			   100,000 shares

Johnny Tsolis, Chief Executive Officer 	 	   130,000 shares

Teemu Alaviitala, Chief Financial Officer 	    37,500 shares

Robin Knowles, Chief Investment Officer 	    25,000 shares

Arnt Andre Dullum, Chief Operating Officer	    27,500 shares

Vibeke Ly - Chief of Staff 			   133,750 shares

Kyrre Svae, Chief of Strategy and IR 		    33,500 shares

Lisa Sohtell, Country Manager Sweden 		    33,500 shares

Stina Koren, Country Manager Norway 		    33,500 shares



The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements.
Completion of the Private Placement is subject to approval by the Board of
Directors and an extraordinary general meeting in the Company ("EGM") to be
called for shortly after the conditional allocation in the Private Placement.
Existing shareholders being allocated shares in the Private Placement undertake
to vote in favor of the Private Placement. Furthermore, completion of the
Private Placement is conditional upon (i) the relevant bodies of the Company
passing the corporate resolutions required to consummate the Private Placement
and allocate the Offer Shares, including approval by an EGM to be held 5 January
2021, (ii) approval by the EGM of the issuance of the Consideration Shares and
(iii) approval of the early redemption of the AXA01 bond at a bondholder meeting
and a minimum of EUR 160 million of subscriptions in the new bond issue.. 



The subscription price in the Private Placement is fixed at NOK 8.00 per share.
The application period commences today at 16:30 CET and will close at 08:00 CET
on 10 December 2020. The application period may, at the discretion of the
Company and the Joint Bookrunners, close earlier or later and may be cancelled
at any time and consequently, the Company may refrain from completing the
Private Placement. The Company will announce the final number of Offer Shares
placed in the Private Placement in a stock exchange announcement expected to be
published before the opening of trading on the Oslo Stock Exchange tomorrow, 10
December 2020. 



The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.



The Joint Bookrunners have during a presounding process received indications of
interest exceeding the number of shares offered in the Private Placement and, as
such, the Private Placement is already covered on the indications received. 



Notification of conditional allotment and payment instructions is expected to be
issued to the applicants on or about 10 December 2020 through a notification to
be issued by the Joint Bookrunners. The allocation will be determined at the end
of the application period and final allocation will be made at the Board of
Directors' sole discretion.



The Offer Shares allocated in the Private Placement is expected to be settled on
or about 7 January 2021, through a delivery versus payment transaction by
delivery of existing and unencumbered shares in the Company, that are already
listed on the Oslo Stock Exchange, pursuant to a share lending agreement between
the Company, Geveran, and ABG Sundal Collier ASA (on behalf of the Joint
Bookrunners) in order to facilitate delivery of listed shares to investors. The
Joint Bookrunners will settle the share loan with a corresponding number of new
shares in the Company to be issued on a separate ISIN and not be tradable on the
Oslo Stock Exchange until a listing prospectus has been approved by the
Financial Supervisory Authority of Norway and published.



Subject to successful completion of the Private Placement and approval by the
extraordinary general meeting, the Company plans to carry out a subsequent
offering of up to 26.7 million new shares in the Company (the "Subsequent
Offering") directed towards shareholders in the Company as of 9 December 2020
(as registered in the VPS on 11 December 2020) who were not allocated shares in
the Private Placement and who are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar action. Such
shareholders will be granted transferable preferential rights to subscribe for,
and, upon subscription, be allocated new shares. The subscription price in such
Subsequent Offering will be the same as the subscription price in the Private
Placement, i.e. NOK 8.00 per share. Over-subscription and subscription without
subscription rights will be permitted in the Subsequent Offering. The shares
issued in the Subsequent Offering will not be comprised by the mandatory offer
described above, as such mandatory offer will be completed prior to the issuance
of the offer shares in the Subsequent Offering. Existing shareholders being
allocated shares in the Private Placement will undertake to vote in favor of the
approval of issuance of shares in the Subsequent Offering at the extraordinary
general meeting.



The Board of Directors has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs' Circular no. 2/2014, and is of the opinion that the proposed Private
Placement is in compliance with these requirements. The Board of Directors of
Axactor is of the view that the refinancing will be in the common interest of
the Company and its shareholders, and the Private Placement is a pre-requisite
for such refinancing. The private placement structure is necessary in order to
raise capital in a timely and efficient manner. There will not be sufficient
time to implement a rights issue prior to the contemplated timing of the closing
of the refinancing. Furthermore, the Board of Directors has proposed to
implement the Subsequent Offering in order to preserve the interests of
shareholders not participating in the Private Placement. 



The transaction will trigger an obligation for Geveran to make a mandatory offer
for all the remaining shares in the Company (including the Offer Shares as such
shares will be issued prior to completion of the mandatory offer) at an offer
price of NOK 8.00 per share. Geveran has confirmed that it will put forward such
mandatory offer within the required deadlines. The Board of Directors does not
expect to recommend shareholders to accept the mandatory offer.



For additional information, please contact: 

Johnny Tsolis, CEO, Axactor

Mobile phone: [phone]

Email: [e-mail]



Important Notices 



This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions. 



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"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
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.



In any member state of the EEA ("EEA Member State"), this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. The
expression "Prospectus Regulation" means Regulation 2017/1129 as amended
together with any applicable implementing measures in any Member State. 



This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so. 



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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this announcement 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.




Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
announcement.



The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates makes
any representation as to the accuracy or completeness of this announcement and
none of them accepts any responsibility for the contents of this announcement or
any matters referred to herein.



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 in the Company. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.



This information is subject of the disclosure requirements of section 5-12 of
the Norwegian Securities Trading Act.

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