Stabilisation and Over-Allotment Option Notice
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to stock exchange notice of 18 March 2013, in which Asetek A/S ("Asetek" or the "Company", OSE ticker: ASETEK) announced the successful completion of the bookbuilding period for its initial public offering on the Oslo Stock Exchange (the "Offering").
Carnegie AS (the "Stabilisation Manager"), on behalf of the Joint Bookrunners, may engage in stabilisation activities in the shares of Asetek from the opening of trading on the Oslo Stock Exchange on 20 March 2013 until the close of trading on 19 April 2013 (the "Stabilisation Period"). The stabilisation transactions are aimed to support the market price of the shares of Asetek.
In connection with the Offering, the Stabilisation Manager has borrowed shares from the Selling Shareholders and over-allotted to the applicants in the Offering 800,000 shares in Asetek, equalling 15% of the total number of Offer Shares allotted in the Offering before over-allotments. Furthermore, the Selling Shareholders have granted the Stabilisation Manager an over-allotment option (the "Over-Allotment Option") pursuant to which the Stabilisation Manager may purchase up to 800,000 existing shares in Asetek from the Selling Shareholders at a price per share of NOK 36.00, which is equal to the offer price in the Offering (the "Offer Price"). The Over-Allotment Option may be exercised at any time, and from time to time, within the Stabilisation Period.
The Stabilisation Manager may close out the short position created by over-allotting shares by buying shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Option. The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the shares of Asetek at a level higher than that which might otherwise prevail, by buying shares in Asetek in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are undertaken they may be stopped at any time, and must be brought to an end upon or before expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Stabilisation Manager and the Company will jointly publish a statement through the information system of the Oslo Stock Exchange under the Company's ticker with information as to whether or not any stabilisation activities have been undertaken, including the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out.
Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.
For further details see the prospectus dated 4 March 2013 issued by Asetek in connection with the Offering and the listing of its shares on the Oslo Stock Exchange.
19 March 2013
These materials are not an offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or the joint-lead managers and that will contain detailed information about the Company and management, as well as financial statements. This document is an announcement and 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 document except on the basis of information contained in the prospectus.
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, 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 (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "esti mate," "will," "may," "continue," "should" 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 release speak only as at its date, and are subject to change without notice.