NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
Reference is made to the stock exchange announcement made by the Company on
The Private Placement is fully underwritten by Middelborg Invest AS, Datum AS and Karbon Invest (the "Underwriters"). The Underwriters will receive an aggregate underwriting commission of
The book-building period will commence immediately, today
The Private Placement will consist of a private placement to professional and non-professional investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements. The minimum application and allocation of shares per investor in the Private Placement will be a NOK amount equivalent to
The completion of the Private Placement is subject to approval by the Company's board of directors pursuant to an authorisation to increase the share capital granted by the Company's annual general meeting on
Delivery of the Placement Shares in the Private Placement will, in order to facilitate delivery-versus-payment, be made by delivery of existing and unencumbered shares in
The Private Placement will be carried out as a private placement and the pre-emptive rights of the Company's existing shareholders will thus be deviated from. The board of considers has considered that the Private Placement is in the common interest of the Company and its shareholders as (i) it is required in order to consummate the Acquisition, (ii) it was considered as the most expedient financing option for raising equity quickly and effectively and (iii) it is expected that the Private Placement will strengthen the Company's shareholder base and give the Company access to several and new professional investors which both the Company and its existing shareholders will benefit from.
The Board of Directors will consider whether to launch a subsequent repair offering to the Company's existing shareholders based on circumstances upon completion of the Private Placement, in particular in relation to the pricing of the Private Placement and the outcome of the allocation of the Placement Shares.
For further information, please contact:
Further information from:
Marius Drefvelin, CFO,
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation. This
IMPORTANT NOTICE:
This announcement is not a prospectus and does not form a part of any public offer to sell, or a solicitation of a public 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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
The securities referred to in this announcement have not been and will not be registered under the
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 (EU) 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
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 believe 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 their 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 make any guarantee 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 the Managers nor any of their 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 the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.
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