GOODTECH ASA: CONTEMPLATED DIRECTED SHARE ISSUE

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS
WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, EXCEPT AS PERMITTED UNDER APPLICABLE
SECURITIES LAW. 

Oslo, 2 December 2020: 

Goodtech ASA (the "Company") is contemplating a directed share issue of shares
in the Company (the "Shares") representing up to approximately 15% of the
outstanding share capital of the Company (the "Directed Share Issue"). The
Company has engaged Carnegie AS as manager (the "Manager") in connection with
the Directed Share Issue.

Goodtech intends to use the net proceeds from the Directed Share Issue for the
following purposes:



- Further strengthen position as preferred partner of automation, power and
industrial engineering;

- Expand engineering capabilities to accelerate growth in selected profitable
market niches;

- Continue to optimize internal infrastructure to achieve more effective
operations at a lower cost;

- Increase investments in developing digital products and services;

- Strengthen sales team and marketing efforts;

- Strengthen financial position to improve competitive position and support the
company to act swiftly if an attractive M&A opportunity emerges; and

- Other general corporate purposes



The Company believes that these initiatives will make the Company well
positioned for implementing its new strategy set to drive profitable growth. 



The Directed Share Issue



The Directed Share Issue will be directed towards existing owners and new
investors subject to applicable exemptions from relevant prospectus
requirements, (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United
States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under
the US Securities Act as well as to major U.S. institutional investors under SEC
Rule 15a-6 to the United States Exchange Act of 1934. 



The subscription price in the Directed Share Issue will be determined by the
board of directors through an accelerated bookbuilding process. The minimum
subscription and allocation in the Directed Share Issue has been set to the
number of new Shares that equals an aggregate subscription price of at least the
NOK equivalent of EUR 100,000. The Company may, at its sole discretion, offer
and allocate an amount below EUR 100,000 to certain investors to the extent
applicable exemptions from the prospectus requirement pursuant the Norwegian
Securities Trading Act and ancillary regulations, or similar legislation in
other jurisdictions, are available. 



Primary insiders and investors connected to the three largest shareholders in
the Company have presubscribed for at total amount of NOK 19,400,000. In
addition to this, Margrethe Hauge, new CEO as of 1 January 2021, has
presubscribed for a total amount of NOK 250,000



The bookbuilding period for the Directed Share Issue will commence today 2
December 2020 at 16:30 hours (CET) and close on 3 December 2020 at 08:00 hours
(CET). The Company may, however, at any time resolve to close or extend the
bookbuilding period at its own discretion for any reason and without further
notice. The Company will announce the result of the Directed Share Issue in a
separate stock exchange announcement after the close of the bookbuilding period.




Completion of the Directed Share Issue is conditional upon (i) the Company's
board of directors resolving to conduct the Directed Share Issue and allocate
the Shares in the Directed Share Issue (the "New Shares") pursuant to an
authorisation given by the Company's general meeting on 16 April 2020 and (ii)
registration of the increased share capital of the Company pertaining to the
Directed Share Issue with the Norwegian Register of Business Enterprises and the
New Shares being issued in Norwegian Central Securities Depositary ("VPS"). 



The Shares will be settled through a delivery versus payment transaction on a
regular T+2 basis with existing and unencumbered shares in the Company that are
already listed on the Oslo Stock Exchange pursuant to a share lending
arrangement between the Company and Holmen Industri AS together with Westhawk AS
as share lenders.



In connection with the Directed Share Issue, the Company has entered into
lock-up undertakings for a period of 90 days from the completion of the Directed
Share Issue, subject to certain exemptions. 



The board of directors has considered alternative structures for the raising of
new equity. Following careful considerations, the board of directors is of the
view that it will be in the common interest of the Company and its shareholders
to raise equity through a directed share issue setting aside the pre-emptive
rights of the shareholders. By structuring the transaction as a directed share
issue, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower risks compared to a rights issue. In addition, the Directed
Share Issue is subject to marketing through a pre-sounding and a publicly
announced book building process. By this, a market based subscription price will
be achieved. The Company will also consider whether to commence a repair
offering towards the existing shareholders who did not participate in the
Directed Share Issue. 



The Company will announce the number of shares to be issued and allocated in the
Directed Share Issue through a stock exchange notice expected to be published
before opening of the trading on Oslo Stock Exchange 3 December 2020. 



The Company's latest company update presentation is available at
https://www.goodtech.no/en-gb/investor/. 

Carnegie AS is acting as manager and bookrunner for the contemplated share
offering and Advokatfirmaet Selmer AS is acting as the Company's legal adviser.




For further information: 

Eric Staurset, group managing director Goodtech ASA
 
Tel. [phone] 

Email: [e-mail] 



About Goodtech
Goodtech is a leading Nordic environmental and technology supplier with main
competence within automation, industrial IT, environmental technology and
advanced industrial production technology. Our vision is to be the preferred
choice for industrial efficiency.



Important Notice 

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.



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.



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 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 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 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, 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 guarantee that the assumptions underlying the
forward-looking statements in this presentation are free from errors nor does it
accept any responsibility for the future accuracy of the opinions expressed in
this presentation or any obligation to update or revise the statements in this
presentation to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this document.



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 the Manager nor any of its 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 of the Company. Neither Manager nor
any of its respective affiliates accepts any liability arising from the use of
this announcement.



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 to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange