NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement published by Axactor ASA (the “Company”) on 21 May 2026 regarding the approval of the prospectus (the “Prospectus”) and key dates relating to the potential subsequent offering of up to 46,606,383 new shares (the “Offer Shares”) at a subscription price of NOK 4.70 per new share (the “Subsequent Offering”).
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The subscription period in the Subsequent Offering will commence today, 26 May 2026, at 09:00 CEST, and will, subject to any extension, expire on 8 June 2026 at 16:30 CEST (the “Subscription Period”).
The Subsequent Offering is directed towards existing shareholders in the Company as at 28 April 2026 (as registered with the VPS on 30 April 2026) who (i) were not allocated shares in the Private Placement that was announced on 28 April 2026, 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.
Each Eligible Shareholder will receive 0.38319 non-tradeable subscription rights (the “Subscription Rights”) for each Share held by such Eligible Shareholder in the Company as of the Record Date. The number of Subscription Rights issued to each Eligible Shareholder will be rounded down to the nearest whole number of Subscription Rights without compensation to the holder. Over-subscription is allowed, while subscriptions by shareholders without Subscription Rights is not allowed.
The Subscription Rights are issued on ISIN NO 001 3752840, and eligible shareholders can check the number of Subscription Rights allocated to their VPS account later today. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Further information about the Subsequent Offering and the subscription procedures is included in the Prospectus which, subject to regulatory restrictions in certain jurisdictions, will be made available on the web pages of Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge (the “Managers”): www.arctic.com/offerings, www.dnb.no/emisjoner and www.nordea.com/en/issuances, respectively. Eligible shareholders can subscribe for Offer Shares online or by submitting a correctly completed subscription form to one of the Managers in accordance with the terms and conditions set out in the Prospectus.
Subscribers who are Norwegian residents with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the Norwegian VPS’ online subscription system.
Subscriptions must be received by the Managers before the end of the Subscription Period. Allocation of the Offer Shares is expected to take place on or around 8 June 2026. Notifications of allocation of Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be made available by the Managers on or about 9 June 2026. Assuming that payments from all subscribers are made when due, it is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 19 June 2026 and that the delivery of the Offer Shares will take place on or about 22 June 2026.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are acting as Managers in the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in connection with the Subsequent Offering.
For further information, please contact:
Johnny Tsolis, CEO, Axactor
Tel: +47 913 35 461
E-mail: johnny.tsolis@axactor.com
Kyrre Svae, Deputy CEO and Chief Strategy Officer, Axactor
Tel: +47 478 39 405
E-mail: kyrre.svae@axactor.com
To learn more about Axactor, visit www.axactor.com.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an “EEA Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, these materials are only being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as “investment professionals” for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as “relevant persons”) and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “should”, “will” 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 announcement speak only as at its date and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is not a prospectus. 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. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
Kilde
