Aalborg, 24 April 2023.
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STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to previous stock exchange announcements published on 8 March,
21 March, 31 March and 18 April 2023 from Asetek A/S (the “Company” or “Asetek”)
regarding a fully underwritten rights issue of 71,166,667 new shares in the
Company (the “New Shares”), raising gross proceeds of NOK 213,500,001 equivalent
to approximately DKK 140 million (the “Rights Issue”).
The subscription period in the Rights Issue starts today, 24 April 2023, at 9:00
a.m. (CEST). Certain information about the Rights Issue is set out below. The
complete terms and conditions of the Rights Issue are set out in the Prospectus
(as defined below).
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (“SEB”) are acting as
managers for the Rights Issue (each a “Manager”, collectively referred to as the
“Managers”). Carnegie AS is acting as settlement agent for the Rights Issue.
Allocation of preemptive Rights
The holders of the Company’s shares as of 19 April 2023 (the “Existing
Shareholders”) and registered as such in the Norwegian Central Securities
Depository (the “VPS”) as at the expiry of 21 April 2023 pursuant to the two
days’ settlement procedure of VPS (the “Record Date”), have been granted
preemptive rights (the “Preemptive Rights”) in the Rights Issue that, subject to
applicable law, provide preferential rights to subscribe for, and be allocated,
New Shares at a subscription price of NOK 3 per New Share (the “Subscription
Price”).
Each Existing Shareholder has been granted 2.621508 Preemptive Rights for each
existing share registered as held by the Existing Shareholder at the Record
Date, rounded down to the nearest whole Preemptive Right. The Preemptive Rights
will be distributed free of charge.
Each Preemptive Right will, subject to applicable law, give the right to
subscribe for, and be allocated, one New Share. Over-subscription and
subscription without Preemptive Rights are permitted, however, the Company
reserves the right to reject or reduce any such subscription not covered by the
Preemptive Rights.
The grant or purchase of Preemptive Rights and the subscription of New Shares by
persons resident in, or who are citizens of countries other than Denmark and
Norway, may be affected by laws of the relevant jurisdiction. For a further
description of such restrictions, reference is made to Section 20.7 “Transfer
Restrictions” in the prospectus prepared by the Company and dated 18 April 2023
(the “Prospectus”). The Prospectus is, subject to applicable local securities
laws, available at the websites of the Company
(Asetek | Gaming Hardware Innovation - Overview), Carnegie AS
(https://www.carnegie.no//ongoing-prospectuses-and
-offerings (https://www.carnegie.no/ongoing-prospectuses-and-offerings)) and SEB
(https://www.seb.no/).
Subscription period
The subscription period commences on 24 April 2023 at 9:00 a.m. (CEST) and
expires on 8 May 2023 at 4:30 p.m. (CEST) (the “Subscription Period”). The
Subscription Period may not be shortened, but the Board of Directors of the
Company may extend the Subscription Period if this is required by law as a
result of the publication of a supplemental prospectus.
Preemptive Rights
The Preemptive Rights will be listed and tradeable on Oslo Børs from 24 April
2023 at 9:00 a.m. (CEST) to 2 May 2023 at 4:30 p.m. (CEST), under the ticker
“ASTKT” and ISIN DK0062492997. The Preemptive Rights will hence only be
tradeable during part of the Subscription Period.
Preemptive Rights that are not used to subscribe for New Shares before expiry of
the Subscription Period on 8 May 2023 at 4:30 p.m. (CEST) or sold before 2 May
2023 at 4:30 p.m. (CEST) will have no value and will lapse without compensation
to the holder.
Persons intending to trade in Preemptive Rights should be aware that trading in,
and exercise of, Preemptive Rights by holders who are located in jurisdictions
outside of Denmark and Norway may be restricted or prohibited by applicable
securities laws. See Section 20.7 “Transfer Restrictions” in the Prospectus for
further information.
The Preemptive Rights are expected to have economic value if the Company’s
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not use their Preemptive Rights will experience a
dilution of their shareholding in the Company, as further detailed in Section 24
“Dilution” of the Prospectus.
Subscription Price
The Subscription Price is NOK 3 per New Share.
Subscription procedure
Subscriptions for New Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
one of the Managers within the Subscription Period.
Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for New Shares through the Norwegian VPS’
online subscription system (or by following the link on
https://www.carnegie.no//ongoing-prospectuses-and
-offerings (https://www.carnegie.no/ongoing-prospectuses-and-offerings) or
https://www.seb.no/ which will redirect the subscriber to the VPS online
subscription system).
Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form to one of the Managers during the
Subscription Period. The subscription form is attached to the Prospectus. Postal
and e-mail address to the Managers are included in Annex A “Subscription form”
of the Prospectus.
Financial Intermediaries (for “nominee accounts”)
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Preemptive Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their Existing Shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Rights Issue.
Any Existing Shareholder who holds its Preemptive Rights through a financial
intermediary and wishes to exercise its Preemptive Rights, subject to certain
restrictions, should instruct its financial intermediary in accordance with the
instructions received from such financial intermediary. The financial
intermediary will be responsible for collecting exercise instructions from the
Existing Shareholders and for informing the Managers of such exercise
instructions.
Underwriting
The Rights Issue is fully underwritten pursuant to advance subscription
commitments and guarantee undertakings, entered into between the Company and a
consortium of existing shareholders and other investors, including certain
members of the Company’s board of directors, executive management and key
employees (the “Guarantors”) dated 7 March 2023 or 13 April 2023 (the
“Subscription Commitments”). Pursuant to, and subject to the terms and
conditions of the Subscription Commitments, the respective Guarantors have
undertaken to exercise Preemptive Rights and/or to subscribe for any New Shares
that are not subscribed for during the Subscription Period for an aggregate
gross proceeds of approximately DKK 140 million. The New Shares in the Rights
Issue that are not subscribed upon expiration of the subscription period (if
any) will thus be subscribed by and allocated to the Guarantors.
Under the Subscription Commitments, each Guarantor will receive a fee for the
subscription of the New Shares of 11% of the amount of their guarantee
commitment. If the Rights Issue is not completed, the Guarantors will not
receive any fee or other remuneration. Guarantors who are Existing Shareholders
will not receive any fee for the undertaking to exercise their respective
Preemptive Rights.
The Company may terminate the Subscription Commitments in its sole discretion at
any time prior to the registration of the share capital increase pertaining to
the Rights Issue in the Danish Business Authority. Prior to that date, one
Guarantor’s commitment to subscribe representing a subscription value of up to
DKK 16,866,052 is conditional on the absence of material adverse change to the
information in the Prospectus (as supplemented) which arises or is noted prior
to completion of the Rights Issue and which would require either to be mentioned
in the Prospectus or in a supplement to the Prospectus according to the
applicable prospectus regulation (provided however that the respective Guarantor
may approve such material adverse change in advance). The Guarantors’
Subscription Commitments expire in the event that the Rights Issue is not
completed before 30 June 2023. In such event, the Rights Issue will be withdrawn
unless it is fully subscribed. See Section 20.6.3 “Advance undertaking and
underwriting” in the Prospectus for further information about the underwriting
and the Guarantors.
If the Rights Issue is withdrawn, all Preemptive Rights will lapse without
value, any subscriptions for, and allocations of, New Shares that have been made
will be disregarded and any payments for New Shares made will be returned to the
subscribers without interest or any other compensation. The lapsing of
Preemptive Rights shall be without prejudice to the validity of any trades in
Preemptive Rights, and investors will not receive any refund or compensation in
respect of Preemptive Rights purchased in the market.
Listing and commencement of trading in the New Shares
Following expiry of the Subscription Period, the New Shares will be allocated to
subscribers in accordance with the allocation principles described in Section
20.1.10 “Allocation of the New Shares” in the Prospectus. Payment for allocated
New Shares falls due 12 May 2023.
Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Danish Business Authority on or about 15 May
2023 and that allocated New Shares will be delivered to the VPS accounts of the
subscribers on or about the next day. The New Shares are expected to be tradable
on Oslo Børs from 16 May 2023.
The New Shares may not be traded before the share capital increase pertaining to
the Rights Issue is registered with the Danish Business Authority and the New
Shares are delivered in the VPS.
Investor presentation
The Company has prepared an investor presentation with selected information from
the Prospectus. The investor presentation can be accessed at the following link
(with some restrictions) Asetek | Gaming Hardware Innovation - Overview.
For further information about the Company, please contact:
CFO Peter Dam Madsen, +45 2080 7200, email: investor.relations@asetek.com
or
David Pangburn, corporate controller, +1 (408) 386-3031, email:
investor.relations@asetek.com
For information about the Rights Issue, please contact the Managers:
Carnegie AS, tel +47 22 00 93 60
Skandinaviska Enskilda Banken AB (publ), tel +45 33 28 29 00
About Asetek A/S
Asetek (ASTK.OL), a global leader in mechatronic innovation, is a Danish garage
-to-stock-exchange success story. Founded in 2000, Asetek established its
innovative position as the leading OEM developer and producer of the all-in-one
liquid cooler for all major PC & Enthusiast gaming brands. In 2013, Asetek went
public while expanding into energy-efficient and environmentally friendly
cooling solutions for data centers. In 2021, Asetek introduced its line of
products for next level immersive SimSports gaming experiences. Asetek is
headquartered in Denmark and has operations in China, Taiwan and the United
States.
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Denmark and Norway,
which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
“Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorized, nor
do they authorize, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorized, nor do they authorize, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.
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.
The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Rights Issue
and will not regard any other person as their client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients.
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.
Forward looking statements
This announcement includes forward-looking statements which may include
statements regarding the Company’s business strategy, financial condition,
profitability, results of operations and market data, as well as other
statements that are not historical facts. Words such as “believe,” “anticipate,”
“plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,”
“guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,”
“potential,” “will,” as well as similar expressions and the negative of such
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying these statements. By their nature, forward
-looking statements are subject to numerous factors, risks and uncertainties
that could cause actual outcomes and results to be materially different from
those projected. Readers are cautioned not to place undue reliance on these
forward-looking statements. Except for any ongoing obligation to disclose
material information as required by the applicable law, the Company does not
have any intention or obligation to publicly update or revise any forward
-looking statements after it distributes this announcement, whether to reflect
any future events or circumstances or otherwise.
This information is published in accordance with the requirements of the
Continuing Obligations.
Kilde
