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Oslo, 3 June 2025: Reference is made to the stock exchange announcement published by Lokotech Group AS (the “Company”) on 2 June 2025 regarding the registration in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret) of the new share capital following issuance as part of the rights issue (the “Rights Issue”) of 417,536,230 new shares in the Company (“Offer Shares”) to subscribers in the Rights Issue, and the issuance of 22,495,493 new shares (“Fee Shares”) to the underwriters of the Rights Issue. The subscribers in the Rights Issue have for every one (1) Offer Share allocated to and paid by them, been allocated 0.131506 warrants (“Warrants”), rounded down to the nearest whole Warrant. The Rights Issue resulted in the issuance of 54,908,272 Warrants to subscribers in the Rights Issue.
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The Offer Shares have been delivered to the subscribers in their respective VPS accounts (“VPS”) and are tradable on Euronext Growth Oslo as of market open today, 3 June 2025.
The Fee Shares will be delivered to the underwriters in the Rights Issue in their respective VPS accounts during the course of today and are tradable on Euronext Growth Oslo as of market open today, 3 June 2025.
It is expected that the Warrants, with ISIN NO 0013554253, will be delivered to the subscribers in their respective VPS accounts, during the course of today, 3 June 2025.
The Warrants are listed and will be tradable on Euronext Growth Oslo under the ticker code “LOKOS”. Pending registration of the Warrants in VPS, a trading suspension has been implemented for the Warrants (LOKOS). Once registration in VPS has been completed, a new stock exchange announcement will be published, and the trading suspension will be lifted. The Warrants are expected to be tradable until on or about 9 April 2026 at 16:30 CEST. The Warrants will hence only be tradable during part of the Exercise Period (as defined below).
Each Warrant gives the holder a right to subscribe for one new share in the Company at an exercise price per share equal to the greater of (a) a 35% discount to the volume-weighted average price (VWAP) of the Company’s shares on Euronext Growth Oslo over the last three trading days prior to the first date on which the holder can exercise the Warrants; and (b) NOK 0.5130.
The Warrants are expected to be exercisable from on or about 1 April 2026 to on or about 15 April 2026 (post annual report 2025) (the “Exercise Period”).
Holders of Warrants may either sell the Warrants during the trading period for the Warrants or use them to subscribe for shares in the Company within the Exercise Period. As such, the Warrants may have a financial value for the holders, depending on the prevailing market price for the shares in the Company. Holders of Warrants who do not sell or use the Warrants to subscribe for shares in the Company will experience a dilution of their shareholding in the Company, see Section 5.29 “Dilution” in the prospectus published by the Company on 6 May 2025 in connection with the Rights Issue (the “Prospectus”) for a further description of such dilutive effect.
If the Warrants are not sold within 16:30 (CEST) on or about 9 April 2026 or exercised within on or about 15 April 2026, the Warrants will lapse with no compensation to the holders.
Exercise of Warrants during the Exercise Period must be carried out by written notification to the Company, which must be received by the Company by the expiry of the Exercise Period. The notice shall include the number of Warrants the holder has and how many of these are exercised.
For more information pertaining to the Warrants, please see the Prospectus, which is, subject to applicable local securities laws, available at the website of the Company.
This information is subject to the disclosure requirements pursuant to the Continuing Obligations and Section 5-12 of the Norwegian Securities Trading Act.
For more information, please contact:
CEO, Ola Stene-Johansen, email osj@lokotech.no
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Any sale in the United States of the securities mentioned herein will be made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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 include the possibility that the Company will determine not to, or be unable to, issue any debt, hybrid or equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice.
Each of the Company, the Managers and their respective affiliates disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise. Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein. 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. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Kilde
