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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE
The board of directors of Asetek A/S ("Asetek" or the "Company") has today resolved to offer between 3,600,000 and 4,350,000 New Shares with the aim of raising gross proceeds of up to NOK 144 million (approx. USD 25 million) in the Initial Public Offering (the "Offering") to be completed in connection with the listing of the Company's shares on the Oslo Stock Exchange, alternatively Oslo Axess. Furthermore, existing shareholders have resolved to offer up to 2,000,000 Secondary Shares and granted the joint bookrunners an over-allotment option of up to approx. 15% of the base deal. The indicative price range has been set at between NOK 33 to NOK 40 per share, implying a market capitalisation of Asetek prior to the Offering (including conversion of a USD 3 million convertible loan) of between NOK 327 million and NOK 392 million (approx. USD 57 - 68 million).
*** Bronderslev, 4 March 2013 Reference is made to the stock exchange notice of 31 January 2013 where Asetek announced that the Company had sent an application for listing on the Oslo Stock Exchange, alternatively Oslo Axess, and to the stock exchange release of 27 February 2013, where it was announced that the board of directors of the Oslo Stock Exchange has resolved to admit the Company's shares to listing, subject to certain conditions being met in connection with the Offering.
The board of directors of Asetek has today resolved to offer between 3,600,000 and 4,350,000 New Shares in the Offering with the aim of raising gross proceeds of up to approx. NOK 144 million (approx. USD 25 million). Furthermore, existing shareholders have resolved to offer up to 2,000,000 Secondary Shares (together with the New Shares, the "Offer Shares") and granted Carnegie, on behalf of the joint bookrunners, an over-allotment option of Secondary Shares representing to up to approx. 15% of the Offer Shares.
The indicative price range has been set at between NOK 33 to NOK 40 per share, implying a market capitalisation of Asetek prior to the Offering (including conversion of the USD 3 million convertible loan) of between NOK 327 million and NOK 392 million (equivalent to approx. USD 57 - 68 million). The final offer price per share may, however, be set above or below this indicative price range. Based on the middle of the indicative price range, the total value of the Offering, including the over-allotment facility, will be approx. NOK 250 million (equivalent to approx. USD 44 million).
The Offering will comprise: (i) an institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States in compliance with Regulation S under the US Securities Act and pursuant to applicable exemptions from local prospectus requirements, and (c) in the United States to QIBs as defined in, and in reliance on, Rule 144A under the US Securities Act, subject to a lower limit per application of NOK 500,000; and
(ii) a retail offering, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of the NOK 499,999 for each investor. Each investor subscribing for an amount of NOK 10,500 or more in the retail offering will receive a discount of NOK 1,500 on the Offer Shares allocated to such investor
The bookbuilding for the institutional offering and the application period for the retail offering will commence on 5 March 2013 at 09:00 hours (CET) and run until 12:00 hours (CET) on 15 March 2013, subject to shortening and extension. The final number of Offer Shares, and the final price per Offer Share, will be determined by the Company after completion of the book building period for the institutional offering. The pricing of the transaction is expected to be announced on or about 18 March 2013 and trading of the shares on the Oslo Stock Exchange, alternatively Oslo Axess, is expected to commence on or around 20 March 2013 under the symbol "ASETEK."
The net proceeds to the Company resulting from the Offering will primarily be used to support Asetek's efforts within the data center business where the Company expects strong growth going forward. The global shift towards cloud computing and increasing demand for data centers has opened up a significant market opportunity with a large unmet need for energy efficient liquid cooling solutions. The data center market is growing fast, and currently approximately one percent of the total global electricity consumption is spent on cooling data centers. Governmental requirements for energy efficiency, and the competitive advantage from operating energy efficient data centers, are expected to further drive demand.
Carnegie AS and Arctic Securities ASA are acting as joint-lead managers and joint bookrunners in connection with the Offering. For further details on the Offering, please refer to the Prospectus dated 4 March 2013, available at the Company business address and web-site, in addition to the joint-lead managers' offices and web-sites.
For further information, please contact:
André S. Eriksen, CEO: +1 408 398 7437
Asetek is the leading provider of energy-efficient liquid cooling systems for data centers, servers, workstations, gaming and high performance PCs. The Company's products are used for reducing power and greenhouse gas emissions, lowering acoustic noise, and achieving maximum performance by leading OEMs and channel partners around the globe. Asetek's products are based upon the Company's patented all-in-one liquid cooling technology, with more than 1.3 million liquid cooling units sold and deployed in the field.
These materials are not an offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. 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 offering of securities will be made by means of a prospectus that may be obtained from the issuer or the joint-lead managers and that will contain detailed information about the Company and management, as well as financial statements. This document is an announcement and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Matters discussed in this release 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," "intends," "esti mate," "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. 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 release speak only as at its date, and are subject to change without notice.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.