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BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
ORSUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to the announcement by Kongsberg Automotive ASA (the
“Company”) on 3 July 2020 regarding approval of a prospectus by the Financial
Supervisory Authority of Norway (the “Prospectus”) covering (i) the listing on
Oslo Børs of 6,910,947,867 new ordinary shares in the Company (the “Tranche 2
Private Placement Shares”) issued in tranche 2 of a private placement raising
gross proceeds of in aggregate NOK 700,000,000 (the “Private Placement”), and
(ii) a subsequent offering of new ordinary shares in the Company (the
“Subsequent Offering”).
The subscription period in the Subsequent Offering will commence today, 6 July
2020, at 09:00 CEST and ends on 24 July 2020 at 16:30 CEST.
The Subsequent Offering comprises an offer by the Company to raise an amount of
up to NOK 300,000,000 in gross proceeds by issuing up to 3,000,000,000 new
shares, each with a nominal value of NOK 0.10, at a subscription price of NOK
0.10 per Offer Share (the “Offer Shares”). The Subsequent Offering is divided
into two tranches, where tranche A consists of up to 2,304,600,000 Offer Shares
to raise gross proceeds of up to NOK 230,460,000 (“Tranche A”) and tranche B
consists of up to 695,400,000 Offer Shares to raise gross proceeds of up to NOK
69,540,000 (“Tranche B”).
Tranche A of the Subsequent Offering is, subject to applicable securities laws,
directed towards shareholders in the Company as of the end of 20 May 2020, as
registered in the VPS on 25 May 2020 (the “Record Date”) who (i) were not
invited to participate in the Private Placement 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 (“Eligible Shareholders”). Tranche B of the Subsequent Offering is
directed at the Company’s shareholder Teleios Capital Partners and is limited to
up to 23.18 % of the total allocation in the Subsequent Offering. Any shares not
subscribed for in Tranche B will be made available for oversubscription in
Tranche A.
Eligible Shareholders in Tranche A of the Subsequent Offering will receive non
-transferable subscription rights (the “Subscription Rights”) based on their
registered shareholding as of the Record Date, giving preferential rights to
subscribe for and be allocated shares in Tranche A of the Subsequent Offering.
Each Eligible Shareholder will be granted 7.031 Subscription Rights for each
share in the Company registered as held by such Eligible Shareholder as of the
end of the Record Date, rounded down to the nearest whole Subscription Right.
Each Subscription Right will give the right to subscribe for one (1) Offer
Share. Oversubscription in the Subsequent Offering by Eligible Shareholders will
be allowed. Subscription without Subscription Rights is allowed for investors
that did not participate in the Private Placement, however, with last priority
allocation in accordance with the allocation principles set out in the
Prospectus. No guarantees are made for allocation of Offer Shares not covered by
Subscription Rights.
The Subscription Rights are expected to have an economic value if the Company’s
shares trade above the Subscription Price during the Subscription Period.
Subscription rights that are not used to subscribe for Offer Shares before the
end of the subscription period will have no value and will lapse without
compensation to the holder.
The payment date for Subsequent Offering is on or about 29 July 2020. Subject to
timely payment of the Offer Shares subscribed for and allocated in the
Subsequent Offering, issuance of Offer Shares is expected to take place on or
about 31 July 2020. The Offer Shares are expected to be delivered to the
subscribers and commence trading on Oslo Børs on or about the same date.
Pending publication of the Prospectus, the 6,910,947,867 Tranche 2 Private
Placement Shares have been placed on an ISIN separate from the Company’s other
shares and been admitted to trading on Merkur Market. As a result of the
publication of the Prospectus, the 6,910,947,867 Tranche 2 Private Placement
Shares are transferred from trading on Merkur Market to trading on Oslo Børs
from and including today, 6 July 2020.
The Prospectus will be available today at https://www.sb1markets.no/ and
https://www.kongsbergautomotive.com/investor-relations/.
Hard copies of the Prospectus, including the subscription form, will be
available at the Company’s offices in Dyrmyrgata 48, 3611 Kongsberg or by
contacting SpareBank 1 Markets AS at tel +47 24 14 74 70.
SpareBank 1 Markets AS is acting as manager for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as the Company’s legal adviser for the
Private Placement and the Subsequent Offering.
For information about the Subsequent Offering, please contact the manager:
SpareBank 1 Markets AS, tel. +47 24 14 74 70
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.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. 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 notice 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 notice relates in the United Kingdom is available only
to, and will be engaged only with, relevant persons.
The Manager is 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 Manager nor any of its 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 Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.
Each of the Company, the Manager 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 and is published in accordance with the
requirements of the Oslo Stock Exchange’s Continuing Obligations.
Kongsberg Automotive ASA
Jon Munthe
General Counsel
Mobile phone: +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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