Aalborg, 10 May 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 the stock exchange announcement by Asetek A/S (the
“Company” or “Asetek”) on 8 May 2023 regarding the preliminary results of the
fully underwritten rights issue of 71,166,667 new shares in the Company (the
“New Shares”) at a subscription price of NOK 3 per share, raising gross proceeds
of NOK 213,500,001, equivalent to approximately DKK 138 million (the “Rights
Issue”).
At the expiry of the subscription period in the Rights Issue, the Company had
received valid subscriptions for a total of 70,691,456 New Shares. Consequently,
the Company received subscriptions corresponding to 99.3% of the New Shares
being offered.
The final allocation of the New Shares has been completed based on the
allocation criteria set out in the prospectus prepared by the Company in
connection with the Rights Issue, dated 18 April 2023. 70,691,456 New Shares
have been allocated to subscribers in the Rights Issue (i.e. all subscriptions
have received a full allocation) and the remaining 475,211 New Shares have been
allocated to the guarantors of the Rights Issue who made binding undertakings to
subscribe for any remaining shares.
Notifications of allocated New Shares and the corresponding subscription amount
to be paid by each subscriber will be distributed today, 10 May 2023. The
payment date for the New Shares is 12 May 2023.
The New Shares may not be transferred or traded before they have been fully paid
by all subscribers and the share capital increase pertaining to the Rights Issue
has been registered with the Danish Business Authority (“DBA”). Subject to
timely payment of the aggregate subscription amount in the Rights Issue, it is
expected that the share capital increase will be registered with the DBA on or
about 15 May 2023 and that New Shares will be delivered to subscribers that have
been allocated New Shares on or about 16 May 2023. Subject to the
aforementioned, the New Shares are expected to be tradable on Oslo Børs on or
about 16 May 2023.
Subsequent to, and subject to, completion of the Rights Issue, the Company’s
shares (in the form of share entitlements) will be admitted to trading and
official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) under the same
ISIN code as the Existing Shares (DK0060477263), expectedly on 17 May 2023.
Shareholders wishing to trade their shares on Nasdaq Copenhagen must transfer
such shares to VP Securities A/S’ (Euronext Securities Copenhagen) securities
systems. Such transfers may be subject to fees levied by the settlement parties
in accordance with their respective fee schedules.
Expected timetable
The following table presents the expected timetable of remaining principal
events:
Payment
12
date…
… May
2023
Registration of the share capital increase regarding the New Shares with the
15
DBA…
… May
2023
Delivery of the New
Shares…
16
May
2023
First day of trading of the New Shares on Oslo
Børs… 16
May
2023
First day of trading and official listing of the Shares (in the form of share
entitlements) on 17
Nasdaq Copenhagen A/S …
May
2023
As stated in the prospectus prepared by the Company in connection with the
Rights Issue dated 18 April 2023 and the stock exchange announcements by the
Company on 18 April, 24 April and 8 May 2023, the Rights Issue may be withdrawn
by the Company, subject to certain conditions and the Company making an
announcement to that effect, before registration of the capital increase
relating to the New Shares with the DBA.
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