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(Oslo, Norway, 27 June 2022) Reference is made to the stock exchange announcement by Arribatec Group ASA (“Arribatec” or the “Company”) on 7 April 2022, regarding the successfully completed private placement of 100,000,000 new shares (the "Private Placement ") in the Company and the contemplated subsequent offering (the “Subsequent Offering”) of up to 20,000,000 shares (the “Subsequent Offering Shares”) and to the stock exchange announcement by Arribatec on 7 April 2022 with key information relating to Subsequent Offering.
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The Financial Supervisory Authority of Norway (Norwegian: Finanstilsynet) has today approved a prospectus relating to the Subsequent Offering on Oslo Børs. The prospectus will be available in electronic format at the company’s web site at: https://www.arribatec.com/investors.
The Subsequent Offering comprises an offer by the Company to Eligible Shareholders (as defined below) to raise an amount of up to NOK 10 million in gross proceeds through the issuance of up to 20,000,000 new shares, each with a nominal value of NOK 0.28 (the “Offer Shares”), at a subscription price per Offer Share of NOK 0.5.
The subscription period in the Subsequent Offering will commence tomorrow, 28 June 2022 and end on 12 July 2022 at 16:30 hours CEST (the “Subscription Period”).
The Offer Shares will only be offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act. The Subsequent Offering is, subject to applicable securities laws, directed towards eligible shareholders in the Company as of close of trading on 6 April 2022, as registered in the Norwegian Central Securities Depository (the “VPS”) on 8 April 2022 (the “Record Date”), who (i) were not allocated shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”).
Eligible Shareholders will receive non-transferable subscription rights (the “Subscription Rights”) based on their registered shareholding in the VPS as of the Record Date, giving the right to subscribe for and be allocated shares in the Subsequent Offering. Each Eligible Shareholders will, subject to applicable law, be granted 0.04805 Subscription Rights for each share in the Company recorded as held as of the end of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for one Offer Share. Over-subscription in the Subsequent Offering by Eligible Shareholders will be permitted. Subscription without Subscription Rights will not be allowed.
Further instructions regarding the subscription procedure and the terms of the Subsequent Offering are available in the Prospectus. Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will have no value and will lapse without compensation to the holder. Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 13 July 2022. The payment for Offer Shares allocated to a subscriber falls due on or about 18 July 2022 (the “Payment Date”). Delivery of the Offer Shares to investors’ VPS accounts is expected to take place on or about 26 July 2022. Carnegie AS (the “Manager”) is acting as Manager and Bookrunner in connection with the Subsequent Offering.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
ENDS
For additional information, please contact:
Geir Johansen, CEO, Arribatec Solutions ASA: +47 4771 0451
Martin Nes, Chairman of the Board, Arribatec Solutions ASA: +47 920 14 814
About Arribatec | www.arribatec.com
Arribatec is a software and consulting company headquartered in Oslo. With a customer centric engagement model, combined with a deep system, integration, and domain competence, Arribatec builds long term strategic partnership with a broad customer base. Arribatec serves more than 1000 large entities spread over 25 countries and various industries, both in the private and public sector. The company employs over 350 people, with offices in 17 countries and is listed on the Oslo Stock Exchange under the ticker code ARR.
[This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.]
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