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SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION
Ultimovacs ASA - End of stabilisation
Reference is made to the stock exchange announcement on 29 May 2019, in which
Ultimovacs ASA (“Ultimovacs” or the “Company”) announced the successful
completion of the bookbuilding for its initial public offering (the “IPO”) and
the stock exchange announcement on 3 June 2019 regarding potential stabilisation
activities in respect of the shares of Ultimovacs in the period from 3 June 2019
to and including 2 July 2019.
DNB Markets, a part of DNB Bank ASA on behalf of the Managers (as previously
defined) hereby gives notice that stabilisation activities have been undertaken
in relation to the shares in Ultimovacs and that a total of 133,176 shares were
purchased as part of the stabilisation activities. The shares were purchased at
an average price of NOK 30.79 per share. The maximum number of shares that could
be repurchased during the stabilisation period was 960,000 shares. For each of
the dates stabilisation transactions were carried out, the price range was as
follows:
Trade date Price (low) Price (high)
03/06/2019 31.00 31.00
12/06/2019 30.38 30.50
13/06/2019 30.80 31.00
14/06/2019 30.80 30.80
DNB Markets, a part of DNB Bank ASA will exercise the put option and sell the
shares purchased through stabilisation transactions to Canica AS, Gjelsten
Holding AS, Helene Sundt AS and CGS Holding AS in accordance with the terms in
the agreement between the parties:
Gjelsten Holding AS, represented on the board by Henrik Schüssler, will purchase
62,149 Shares from DNB Markets in connection with the stabilisation activities
at a price of NOK 30.79 per share, and will following delivery of such Shares
hold an aggregate of 5,747,599 Shares, corresponding to 20.6% of the total
number of Shares and votes in the Company.
Canica AS will purchase 35,513 Shares from DNB Markets in connection with the
stabilisation activities at a price of NOK 30.79 per share, and will following
delivery of such Shares hold an aggregate of 2,232,663 Shares, corresponding to
8.0% of the total number of Shares and votes in the Company.
CGS Holding AS, represented on the board by Leiv Askvig, will purchase 17,757
Shares from DNB Markets in connection with the stabilisation activities at a
price of NOK 30.79 per share, and will following delivery of such Shares hold an
aggregate of 782,132 Shares, corresponding to 2.8% of the total number of Shares
and votes in the Company.
Helene Sundt AS, represented on the board by Leiv Askvig, will purchase 17,757
Shares from DNB Markets in connection with the stabilisation activities at a
price of NOK 30.79 per share, and will following delivery of such Shares hold an
aggregate of 782,132 Shares, corresponding to 2.8% of the total number of Shares
and votes in the Company.
For further queries, please contact:
DNB Markets, a part of DNB Bank ASA
Jørgen Bjørnstad Engh
Tel: +47 23 26 81 01
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. Neither ABG Sundal Collier ASA nor DNB Markets (a division of DNB
Bank ASA) (the “Joint Bookrunners”) nor any of their respective affiliates or
any of their respective directors, officers, employees, advisors 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
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained in this announcement 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, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to in this document comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction
to whom or in which such offer or solicitation is unlawful.
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 “U.S.
Securities Act”), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Directive 2003/71/EC (together with any
applicable implementing measures in any Member State, the “Prospectus
Directive”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus. Copies of any such prospectus will, following
publication, be available from the Company’s registered office and, subject to
certain exceptions, on the website of the Company.
In any EEA Member State other than Norway that has implemented the Prospectus
Directive, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive (“Qualified Investors”), i.e., only to investors who can receive the
offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to, and is only directed at,
persons in the United Kingdom that are Qualified Investors and that are (i)
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)
or (ii) high net worth entities, and other persons to whom this announcement may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant persons”). This
communication must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this communication
relates is only available to relevant persons and will be engaged in only with
relevant persons. Persons distributing this communication must satisfy
themselves that it is lawful to do so.
The Joint Bookrunners and their affiliates are acting exclusively for the
Company and no-one else in connection with the intended IPO. They will not
regard any other person as their respective clients in relation to the intended
IPO and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for providing advice
in relation to the intended IPO, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.
In connection with the contemplated IPO, the Joint Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity, may retain, purchase, sell, offer to sell
or otherwise deal in their own accounts in such shares and other securities of
the Company or related investments in connection with the contemplated IPO or
otherwise.
Accordingly, references in any prospectus, if published, to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, such Joint Bookrunners and any of their affiliates acting as
investors for their own accounts. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
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 “believe”, “aims”, “expect”,
“anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based on
various assumptions, many of which are based, in turn, on other 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. Forward-looking statements speak only as of the date
they are made and cannot be relied upon as a guide to future performance. The
Company, each of the Joint Bookrunners and their respective affiliates expressly
disclaim any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement, whether as a result of
new information, future developments or otherwise.
The IPO may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the IPO will proceed and that listing
will occur.
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
be identical to the total figure given.
The information, opinions and forward-looking statements contained in this
announcement speak only as at their date, and are subject to change without
notice.
Kilde