*Reference is made to the announcement at 20:58 today. Below is the content of
the attachment in full.
Vis børsmeldingen
KONGSBERG AUTOMOTIVE ASA - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
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 - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
Kongsberg Automotive ASA (the “Company”) is pleased to announce that it has
successfully completed a private placement raising gross proceeds of NOK
700,000,000 and, on basis of commitments received from investors, it has
conditionally allocated 7,000,000,000 new shares (the “Private Placement
Shares”) at a subscription price of NOK 0.10 per share (the “Subscription
Price”) (the “Private Placement”). The Subscription Price was determined
following an accelerated bookbuilding process on 20 May 2020.
The background for the Private Placement is the Company’s need to raise
liquidity in order to mitigate the dramatic impact on income and cash flows that
the corona pandemic has and is expected to further have on the Company. For
further details, reference is made to stock exchange announcements by the
Company in April and May 2020 relating to the need for a capital raise in the
Company including the announcement on 29 April 2020 to cancel the extraordinary
general meeting convened to approve the originally proposed capital raise.
The Private Placement is subject to approval by an extraordinary general meeting
in the Company, scheduled to be held on or about 15 June 2020 (the “EGM”). A
notice to the EGM will be distributed separately, expected on 25 May 2020. As
the subscription price in the Private Placement is set below the current par
value of the Company’s shares, the Company’s board of directors (the “Board”)
will propose to the EGM that the par value of the shares is decreased from NOK
0.50 to NOK 0.10. (the “Share Capital Decrease”).
The Company’s largest shareholder, Teleios Capital Partners has been allocated
1,620,000,000 Private Placement Shares, corresponding to its pro rata share of
the Private Placement based on its current shareholding of 23.18%. The other
Private Placement Shares have been allocated to some of the Company’s other
existing large shareholders and new investors.
Existing shareholders who have subscribed for Private Placement Shares, holding
in total about 29% of the currently outstanding shares in the Company, have
undertaken to vote on behalf of all their shares in the Company at the EGM in
favour of resolutions to (i) issue the Private Placement Shares, (ii) approve
issuance of, or alternatively authorise the Board to issue, additional new
shares in a subsequent offering of up to NOK 300,000,000 (the “Subsequent
Offering”) and (iii) carry out the Share Capital Decrease (together the “EGM
Resolutions”).
Completion of the Private Placement is subject to (i) approval by the EGM of the
EGM Resolutions, (ii) full payment of the subscription amount for all the
Private Placement Shares and registration of the share capital increase
pertaining to the Private Placement in the Norwegian Register of Business
Enterprises (“NRBE”) and (iii) issuance of the Private Placement Shares in the
Norwegian Central Securities Depository (“VPS”).
After registration of the Share Capital Decrease and the share capital increase
pertaining to the Private Placement Shares with the NRBE, 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.
Subject to approval by the EGM of the Private Placement, the Private Placement
Shares will be pre-funded by Sparebank 1 Markets AS to facilitate a swift
registration of the share capital increase in the NRBE and delivery of the
Private Placement Shares on a delivery versus payment basis to the subscribers
on or about 17 June 2020.
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
approved by the Financial Supervisory Authority of Norway, expected on or about
ultimo August 2020. 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 18 June 2020.
The Private Placement entails a deviation from existing shareholders
preferential rights to subscribe for new shares in the Company. The Board has
carefully considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, Oslo Børs’ Circular no.
2/2014 and related guidelines and is of the opinion that the Private Placement
complies with the equal treatment obligations. The Board’s considerations are in
particular based on the Company’s need to strengthen liquidity in order to
mitigate the dramatic impact on income and cash flows that the corona pandemic
has caused, and that the Company has already cancelled a proposed process for a
capital raise in April 2020 and is highly dependent on securing funding going
forward. The Company has explored its options since and in connection with the
previously cancelled attempt to raise capital and considers the Private
Placement to be the best available option for the Company in the current
situation with an urgent need to raise capital. The structure (including (but
not limited to) the Subscription Price) of, and allocation in, the Private
Placement are also impacted by conditions for allocation on individual orders
which was necessary to accept in order to achieve the combined level of required
funding, as well as by size and structure requirements for the Private Placement
and the Subsequent Offering set in connection with such orders. The size of the
Private Placement has also taken into consideration alternative funding
arrangements that may be available to the Company. The Private Placement ensures
that the Company is able to raise capital in an efficient manner with lower
transaction costs and completion risk than alternative means. The Subsequent
Offering will partly mitigate the dilutive effect of the Private Placement on
existing shareholders’ ownership in the Company which were not invited to
participate in the Private Placement.
On the above background, and based on an assessment of the current market
conditions, the Board has considered that the Private Placement is in the common
interest of the Company and its shareholders.
The Board proposes a Subsequent Offering of up to 3,000,000,000 new shares (the
“Subsequent Offering Shares”) raising gross proceeds of up to NOK 300,000,000 at
a subscription price per Subsequent Offering Share equal to the Subscription
Price in the Private Placement. The Subsequent Offering will be divided into two
tranches, where tranche A will raise gross proceeds of up to NOK 230.46 million
(“Tranche A”) and tranche B will raise gross proceeds of up to NOK 69.54 million
(“Tranche B”). Tranche A of the Subsequent Offering will, subject to applicable
securities laws, be directed towards shareholders in the Company as of close on
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 will be 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 in order to meet the conditions
set in its order required to raise the required amount in the Private Placement.
Any shares not subscribed for in Tranche B will be made available for
oversubscription in Tranche A.
Eligible Shareholders in the Subsequent Offering Tranche A will receive non
-tradeable subscription rights based on their shareholding as of the Record
Date. The subscription rights will give Eligible Shareholders a preferential
right to subscribe for and be allocated shares in the Subsequent Offering
Tranche A. Oversubscription by Eligible Shareholders will be allowed.
Subscription without subscription rights will also be allowed, however with last
priority allocation.
The Subsequent Offering is conditional on (i) completion of the Private
Placement, (ii) the EGM approving, or alternatively, authorising the Board to
resolve, the capital increase pertaining to the Subsequent Offering and (iii)
approval and publication of an offering prospectus approved by the Financial
Supervisory Authority of Norway, expected to take place on or about ultimo
August 2020. Further details of the Subsequent Offering, if approved, will be
included in the prospectus to be issued by the Company. The Board may cancel the
Subsequent Offering, depending on the prevailing market conditions and
considerations of the Company.
The Company has retained SpareBank 1 Markets AS (“SB1M”) as Global Coordinator
and Joint Bookrunner and Pareto Securities AS (“Pareto”, and together with SB1M,
the “Managers”) as Joint Bookrunner for the Private Placement. Advokatfirmaet
Wiersholm AS is legal advisor to the Company.
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 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.
Kilde
