NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 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 announcement published by Axactor ASA (the “Company”) on 26 May 2026 regarding the commencement of the subscription period (the “Subscription Period”) in the subsequent offering (the “Subsequent Offering”) consisting of up to 46,606,383 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 4.70 per Offer Share.
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The Subscription Period for the Subsequent Offering expired on 8 June 2026 at 16:30 hours CEST.
The final allocation of Offer Shares has now been completed, based on the allocation criteria set out in the Company’s prospectus dated 21 May 2026 (the “Prospectus”).
The Company’s board of directors has allocated a total of 37,465,009 Offer Shares, resulting in gross proceeds from the Subsequent Offering of approx. NOK 176.1 million.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed during the course of 9 June 2026. Payment for the allocated Offer Shares falls due on 12 June 2026 in accordance with the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully paid by all subscribers and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises. The Company will publish a stock exchange announcement once the share capital increase has been registered. Subject to timely payment of the aggregate subscription amount in the Subsequent Offering, it is expected that the Company’s new share capital following the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 19 June 2026 and that Offer Shares will be delivered to subscribers on or about 22 June 2026.
The Offer Shares are expected to be tradable on Euronext Oslo Børs from and including 22 June 2026.
The following primary insiders of the Company have allocated Offer Shares as follows:
• Nina Mortensen, Chief Financial Officer, has based on exercised subscription rights been allocated 61,310 shares at the subscription price of NOK 4.70 per share for a total subscription amount of NOK 288,157
• Karl Mamelund, Chief Investment Officer, has based on exercised subscription rights been allocated 106,089 shares at the subscription price of NOK 4.70 per share for a total subscription amount of NOK 498,618.3
• Vibeke Ly, Chief of Staff, has based on exercised subscription rights been allocated 92,290 shares at the subscription price of NOK 4.70 per share for a total subscription amount of NOK 433,763
• Brita Eilertsen, member of the board of directors, has been allocated 21,300 shares at the subscription price of NOK 4.70 per share for a total subscription amount of NOK 100,110, of which 7,621 of the allocated shares were based on exercised subscription rights
Please see the attached notifications of trade for Brita Eilertsen as the original form submitted and published on 2 June 2026 related to shares where full allocation was not guaranteed.
Following the issuance of the 37,465,009 Offer Shares, the Company’s share capital will be NOK 2,014,185,755 divided into 805,674,302 ordinary shares, each with a nominal value of NOK 2.50.
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
Tel: +47 913 35 461
E-mail: johnny.tsolis@axactor.com
Kyrre Svae, Deputy CEO and Chief Strategy Officer
Tel: +47 478 39 405
E-mail: kyrre.svae@axactor.com
To learn more about Axactor, visit www.axactor.com.
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. No prospectus is required and no such prospectus or similar document will be published in connection with the Private Placement. 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 Managers 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
