NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 25 February 2015
Reference is made to the stock exchange notice published on 24 February 2015.
Asetek A/S (the "Company", ticker "ASETEK") today announces that it has raised NOK 100 million in gross proceeds through a private placement of 10,000,000 new shares (the “Offer Shares”), each with a par value of DKK 0.10, at a price of NOK 10.00 per share (the “Private Placement”).
The Private Placement took place through an accelerated bookbuilding process managed by Arctic Securities AS and Carnegie AS as Joint Bookrunners after close of markets yesterday.
The net proceeds from the Private Placement will be used to i) prepare for data center product launches and volume ramp-up during H2 2015 and 2016, including optimization of manufacturing processes and capabilities; ii) strengthen data center business development infrastructure in order to continue to accelerate further OEM adoption; and iii) strengthen the balance sheet in order to support further partnering with Tier 1 OEMs.
The completion of the Private Placement is conditional upon approval by an extraordinary general meeting of the Company, expected to be held on or about 19 March 2015 (the "EGM"). Notification of conditional allotment for the Private Placement will be sent to the applicants today through a notification to be issued by the Joint Bookrunners. The Offer Shares will be settled through delivery versus payment immediately after the registration of the share capital increase following the EGM. Admission to listing and trading of the Offer Shares on the Oslo Stock Exchange is subject to the approval of the Prospectus by the Financial Supervisory Authority of Norway, which is expected on or about 24 March 2015.
The Private Placement was well subscribed at the issue price and was supported by both existing shareholders as well as new investors. The waiver of the preferential rights inherent in a private placement with such participation is considered necessary in the interest of time and in order to ensure the new equity at favorable terms.
The Board of Directors will propose to the EGM to conduct a subsequent offering of up to 2,000,000 new shares directed towards the Company’s shareholders as of 24 February 2015 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) on 26 February 2015) who were not allocated shares in the Private Placement (the “Subsequent Offering”). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement.
Following registration of the new share capital pertaining to the Private Placement in the Danish Business Authority, the Company will have 24,881,311 shares outstanding, each with a par value of DKK 0.10.
For further information, please contact:
André S. Eriksen, Chief Executive Officer
Mobile: +45 2125 7076, e-mail: email@example.com
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Arctic Securities and Carnegie are acting for the Company and no one else in connection with the Private Placement and the Subsequent Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and the Subsequent Offering and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.