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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
KONGSBERG AUTOMOTIVE ASA - ALL RESOLUTIONS PASSED BY THE EXTRAORDINARY GENERAL
MEETING
Kongsberg Automotive ASA (the “Company”) is pleased to announce that the
extraordinary general meeting in the Company convened for 10:00 hrs (Norwegian
time) today has been held and is adjourned and that all resolutions were passed
in accordance with the proposals set out in the notice dated 22 May 2020 (the
“Notice”). The proposals for a Capital Decrease, issuance of new shares in the
Private Placement and an authorization to the board of directors to conduct the
Subsequent Offering (all as defined in the “Notice”) was approved with 97.19 %,
97.24 % and 97.90 % of the votes, respectively.
The Private Placement proceeds is expected to be pre-funded by SpareBank 1
Markets AS to facilitate a swift registration of the share capital increase in
the Norwegian Register of Business Enterprises and delivery of the new shares on
a delivery versus payment basis to the subscribers on or about 17 June 2020.
After registration of the Capital Decrease and the share capital increase
pertaining to the Private Placement with the Norwegian Register of Business
Enterprises, the Company will have a share capital of NOK 744,799,101.20 divided
into 7,447,991,012 shares, each with a nominal value of NOK 0.10.
The Private Placement is divided into two tranches, whereby 89,052,133 Private
Placement Shares will be issued in tranche 1 (the “Tranche 1 Private Placement
Shares”) and 6,910,947,867 Private Placement Shares will be issued in tranche 2
(the “Tranche 2 Private Placement Shares”). The Tranche 1 Private Placement
Shares will be listed and tradeable on the Oslo Stock Exchange upon issuance in
the VPS, while the Tranche 2 Private Placement Shares will not be listed or
tradable on the Oslo Stock Exchange until publication of a listing prospectus.
Pending publication of the prospectus, the Company will apply for temporary
admission to trading of the Tranche 2 Private Placement Shares on Merkur Market
under an ISIN separate from the Company’s other shares, with the expected first
day of trading on or about 17 June 2020.
The listing prospectus will also constitute an offering prospectus for the
Subsequent Offering. The date for publication of the prospectus depends on
various factors including the prospectus approval process with the Norwegian
Financial Supervisory Authority. The Company aims to publish the prospectus in
early July 2020, but it could also be until late August 2020. The offer period
for the Subsequent Offering will start immediately after publication of the
prospectus and could accordingly be as early as start of July 2020. The Company
will revert with further information in due course. Eligible shareholders with
subscription rights should monitor announcements from the Company for further
information on the timing of the prospectus and the Subsequent Offering.
For further information, please contact:
Jon Munthe: Jon.Munthe@ka-group.com +47 901 14 582
About Kongsberg Automotive:
Kongsberg Automotive provides world-class products to the global vehicle
industry. Kongsberg Automotive’s business has a global presence with revenues of
more than EUR 1.1 billion and approximately 11,000 employees in 19 countries in
2019. The parent company is based in Norway and our stock is publicly traded on
the Oslo stock Exchange.
IMPORTANT INFORMATION
This announcement is for information purposes only and does not form a part of
any offer to sell, or a solicitation of an offer to purchase, any securities of
the Company. Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into the United States, Australia, New
Zealand, Canada, Hong Kong or Japan, or to any persons in any of those
jurisdictions, except in compliance with applicable securities laws. Any failure
to comply with this restriction may constitute a violation of national
securities laws.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or any securities laws of any state or other jurisdiction of the United
States and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state law.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
This announcement is an advertisement and does not constitute a prospectus for
the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together
with any applicable implementing measures in any EEA member state, the
“Prospectus Regulation”). In any EEA member state that has implemented the
Prospectus Regulation, this communication is only addressed to and is only
directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.
In the United Kingdom, this document is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (“FSMA”), by a person authorized under FSMA and is directed only at
persons who (i) are outside the United Kingdom, (ii) are investment
professionals falling within Article 19(5) of the U.K. Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or
(iii) high net worth companies, and other persons to whom it may lawfully be
engaged with, falling within Article 49(2)(a) to (d) of the Order (all such
persons in (i), (ii) and (iii) above together being referred to as “relevant
persons”). Under no circumstances should persons who are not relevant persons
rely or act upon the contents of this announcement. Any investment or investment
activity to which this document relates in the United Kingdom is available only
to, and will be engaged only with, relevant persons.
The managers of the Private Placement and Subsequent Offering (the “Managers”)
are acting exclusively for the Company and no one else in connection with the
transactions described herein and assume no responsibility for this
announcement. Neither the managers nor any of their respective directors,
officers, employees, advisers or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
announcement or its contents or otherwise arising in connection therewith.
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”, “intends”, “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 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 their 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.
This information is subject of the disclosure requirements under section 5-12 of
the Norwegian Securities Trading Act.
Kongsberg Automotive ASA
Jon Munthe
General Counsel
Mobile:
+47 901 14 582
Kongsberg Automotive provides world class products to the global vehicle
industry. Our products enhance the driving experience, making it safer, more
comfortable and sustainable. With revenues of approx. EUR 1.1 billion and
approximately 11.000 employees in 19 countries, Kongsberg Automotive is truly a
global supplier. The company has more than 25 production facilities worldwide.
The product portfolio includes seat comfort systems, driver and motion control
systems, fluid assemblies, and industrial driver interface products developed
for global vehicle manufacturers. Find more information at
www.kongsbergautomotive.com
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