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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 the stock exchange announcement by Kongsberg Automotive ASA
(the “Company”) earlier today, 20 May 2020, regarding the successful completion
of a private placement raising gross proceeds of NOK 700,000,000 (the “Private
Placement”) and a contemplated subsequent offering (the “Subsequent Offering”).
Key information relating to the Subsequent Offering is included below.
Date on which the terms and conditions of the Subsequent Offering were
announced: 20 May 2020
Last day including right: 20 May 2020
Ex-date: 22 May 2020
Record date: 25 May 2020
Date of approval: 15 June 2020
Maximum number of new shares: Up to 2,304,600,000*
Subscription price: NOK 0.10 per share
Other information: The Subsequent Offering is conditional on (i) completion of
the Private Placement, including approval of the share capital increase
pertaining to the Private Placement by an extraordinary general meeting in the
Company to be held on or about 15 June 2020 (the “EGM”), (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 Subsequent Offering is divided into two tranches, whereby tranche A will
raise gross proceeds of up to NOK 230.46 million by issuance of up to
2,304,600,000 new shares (“Tranche A”) and tranche B will raise gross proceeds
of up to NOK 69.54 million by issuance of up to 695,400,000 new shares (“Tranche
B”). Tranche A will, subject to applicable securities laws, be directed towards
eligible shareholders in the Company on 20 May 2020 as registered in the VPS on
the Record date, while Tranche B will be directed towards 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.
This information is published in accordance with the requirements of the
Continuing Obligations.
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 or 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 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.
KA Investor Relations
ir@ka-group.com
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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