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JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
Oslo, 1 April 2026: Reference is made to the stock exchange announcement
published by Lokotech Group AS (the “Company”) on 31 March 2026 regarding the
exercise price and further information relating to the exercise period for the
54,908,272 warrants (the “Warrants”) issued to the subscribers in the rights
issue where the Company raised gross proceeds of approx. NOK 139 million.
Each Warrant gives the holder a right to subscribe for one new share (such new
shares jointly the “New Shares”) in the Company at an exercise price of NOK
0.6063 (the “Exercise Price”).
Pareto Securities AS is acting as manager in connection with the exercise
period for the Warrants (the “Manager”). Advokatfirmaet Arntzen AS is acting
as legal counsel to the Company.
Exercise period
The exercise period for the Warrants will commence today, on 1 April 2026 at
09:00 (CEST) and end on 15 April 2026 at 16:30 (CEST) (the “Exercise Period”).
The last day of trading for the Warrants will be 9 April 2026. The Warrants
will hence only be tradeable during part of the exercise period. Warrants
which are not sold within 16:30 (CEST) on 9 April 2026 or exercised within
16:30 (CEST) on 15 April 2026 will lapse with no compensation to the holders.
Exercise procedure
The Warrants are exercised through the submission of a duly completed exercise
form for the Warrants (the “Exercise Form”) to the Manager at the address or
email address set out in the Exercise Form or through the VPS online
subscription system within the Exercise Period. The Exercise Form is available
at the Manager’s website (www.paretosec.com/transactions). By completing and
submitting an Exercise Form, the holder of the relevant Warrants irrevocably
undertakes to acquire a number of New Shares equal to the number of Warrants
exercised at the Exercise Price.
Payment for and delivery of New Shares
Notifications of allocated New Shares and the corresponding aggregate exercise
price to be paid by each subscriber are expected to be distributed on or about
16 April 2026. Payment for the New Shares issued to the subscriber following
the Exercise Period falls due on 20 April 2026 in accordance with the payment
procedures described in the Exercise Form.
Subject to timely payment of the aggregate subscription amount for the New
Shares, the Company expects that the share capital increase pertaining to the
issuance of the New Shares will be registered with the Norwegian Register of
Business Enterprises (Nw. Foretaksregisteret) (the “NRBE”) on or about 24
April 2026 and that the New Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about 27 April 2026.
A subscriber’s default in timely payment of the aggregate exercise price for
the New Shares subscribed by such subscriber may, at the Company’s and the
Manager’s sole discretion, amongst other things, result in the subscribed New
Shares not being issued. In such an event, the exercised Warrants may be
considered forfeited and will not give a right to subscribe for New Shares.
Financial intermediaries
If Warrants are registered through a financial intermediary, the financial
intermediary will customarily give the holder details of the aggregate number
of Warrants which it is entitled to exercise. The relevant financial
intermediary will customarily supply each holder with this information in
accordance with its usual customer relations procedures. Holders of Warrants
through a financial intermediary should contact the financial intermediary if
they have received no information with respect to the Warrants.
Listing and commencement of trading in the New Shares
The New Shares issued upon exercise of Warrants will be listed on Euronext
Growth Oslo under ISIN NO0010921299 and ticker code LOKO. The New Shares will
be listed as soon as the New Shares are fully paid, the share capital increase
pertaining to the Exercise Period has been registered with the NRBE, and the
New Shares have been issued in the VPS.
The New Shares may not be transferred or traded before (i) they have been
fully paid, (ii) the share capital increase pertaining to the New Shares has
been registered with the NRBE, and (iii) the New Shares have been issued in
the VPS.
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 Manager 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 Manager 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, Singapore, South
Africa, Japan or any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
Kilde
