Private placement successfully completed
PRESS RELEASE DATED 2016-10-13
Private placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, October 13. 2016 - Reference is made to the stock exchange release from Axactor AB ("AXA" or the "Company") published yesterday regarding the contemplated private placement of 230 million new shares in the Company (the "Private Placement").
The Company announces today that it has raised NOK 598 million in gross proceeds through a private placement consisting of 230 million new shares (the "New Shares") at a price of NOK 2.60 per share (the "Private Placement"). The Private Placement took place through an accelerated bookbuilding process after close of markets yesterday.
The Private Placement, which was multiple times oversubscribed, attracted strong interest from both existing shareholders as well as new high quality institutional investors both in the Nordics, the UK and the US.
The net proceeds from the Private Placement will be used for acquisitions of non-performing loan portfolios in existing geographies, as well as for general corporate purposes.
Notification of allotment will be sent to the applicants by the Managers on or about 13 October 2016. In order to provide for prompt registration of the share capital increase, the Company and the Managers have entered into an agreement related to pre-funding of the payment for the Offer Shares allocated in the Private Placement, such agreement regulating inter alia certain rights and obligations of the Company and the Managers related to the pre-funding.
The Private Placement is divided into i) a Tranche 1 consisting of 71.7 million New Shares, and ii) a Tranche 2 consisting of 158.3 million New Shares.
The Tranche 1 shares are tradable once the share capital has been registered in the Swedish Companies Registry and announced by the Company, expected on or about 18 October 2016. The Offer Shares in Tranche 1 will be settled through a delivery versus payment transaction expected on or about 19 October 2016.
The Tranche 2 shares are tradable once the share capital has been registered in the Swedish Companies Registry and the listing prospectus has been approved by the Swedish Financial Supervisory Authority and published, expected within November 2016. The Offer Shares in Tranche 2 will be settled through a delivery versus payment transaction following the registration of the share capital and approval of the prospectus.
The New Shares to be issued in connection with the Private Placement will be issued based on the board authorisation granted by the Company's annual general meeting on 26 May 2016. The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion.
The share issuance was carried out as a private placement in order to complete a transaction and without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today's market conditions. As a consequence of the private placement structure, the shareholders' preferential rights will be deviated from.
The price of NOK 2.60 per share in the Private Placement equals a discount to yesterday’s close price of less than 5% per cent.
The Board of Directors propose to conduct a subsequent offering of up to 50 million new shares directed towards shareholders in the Company as of close of trading yesterday, 12 October 2016 (and as registered in the VPS on 14 October 2016) who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Sweden or Norway) require any prospectus filing, registration or similar action (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be NOK 2.60, i.e. equal to the subscription price in the Private Placement.
Carnegie and DNB Markets (the "Managers") acted as joint bookrunners in the Private Placement.
For further information, please contact:
Chief Executive Officer
Tel: + 46 8 402 28 00
Cell Phone: +47 48 22 11 11
Chief Financial Officer
Cell Phone: +47 477 10 451
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.