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BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to previous announcements regarding a subsequent offering in
Kongsberg Automotive ASA (the “Company”) with gross proceeds of up to NOK 300
million by issuance of up to 3,000,000,000 new shares at a subscription price of
NOK 0.10 per share (the “Subsequent Offering”), divided into two tranches where
tranche A consists of up to 2,304,600,000 offer shares (“Tranche A”) and tranche
B consists of up to 695,400,000 offer shares (“Tranche B”).
The subscription period in the Subsequent Offering expired today at 16:30 hours
(CEST). Preliminary results from the Subsequent Offering indicates subscriptions
of at least 6,792,675,000 offer shares in tranche A of the Subsequent Offering.
This entails that we received subscriptions for offer shares of more than 295%
of available tranche A shares. Tranche B is subscribed with 695,400,000 offer
shares by the Company’s shareholder, Teleios Capital Partners, in accordance
with the terms of the Subsequent Offering.
On the above background and pursuant to the board authorization to increase the
Company’s share capital in the Subsequent Offering granted by an extraordinary
general meeting in the Company on 15 June 2020, the board of directors has
resolved to increase the Company’s share capital by NOK 300,000,000 by issuance
of 3,000,000,000 new shares in the Subsequent Offering.
The final results of the Subsequent Offering will be published by way of stock
exchange announcement on 27 July 2020. Notification of allocations in the
Subsequent Offering and the corresponding amount to be paid by each subscriber
will be set out in a separate letter to each subscriber, expected to be
distributed on or about the same date. The payment date for the offer shares is
29 July 2020. Subject to timely payment, the new shares are expected to be
delivered and listed on or about 31 July 2020 following registration of the
share capital increase.
Moreover, the board of directors has resolved to issue a total of 100,615,421
new shares to eligible participants in the Company’s long term incentive program
at the same subscription price as in the Subsequent Offering of NOK 0.10 (the
“Long Term Incentive Participants Offering”). The Long Term Incentive
Participants Offering has been carried out in accordance with the resolutions by
the Company’s annual general meeting on 30 June 2020 to (i) approve the binding
part of the Board’s statement regarding the determination of salaries and other
remuneration to the management pursuant to § 6-16a of the Norwegian Public
Limited Liability Companies Act and (ii) authorize the board of directors to
issue shares in, inter alia, the Long Term Incentive Participants Offering.
Following registration of the share capital increases in the Subsequent Offering
with the Norwegian Register of Business Enterprises, the share capital of the
Company will be NOK 1,044,799,101.20, divided on 10,447,991,012 shares each with
a nominal value of NOK 0.10. Following registration of the share capital
increases in the Long Term Incentive Participants Offering with the Norwegian
Register of Business Enterprises, the share capital of the Company will be NOK
1,054,860,643, divided on 10,548,606,433 shares each with a nominal value of NOK
0.10.
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
Subsequent Offering.
For further information, please contact Jon Munthe, General Counsel. Mobile: +47
901 14 582
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.
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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