BOOKBUILDING FOR PRIVATE PLACEMENT COMPLETED
Kongsberg, September 2 2009. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. KONGSBERG AUTOMOTIVE: BOOKBUILDING FOR PRIVATE PLACEMENT COMPLETED Reference is made to the stock exchange notice dated 1 September 2009 regarding the contemplated private placement of shares (the "Private Placement") in Kongsberg Automotive Holding ASA ("KOA" or the "Company"). The Board of Directors of KOA has today resolved to propose to the Company's extraordinary general meeting (the "EGM") to issue a total of 260,010,000 new shares in KOA at a price of NOK 4.00 per share representing a gross proceed of EUR 120 million. The subscription price was determined through a bookbuilding process conducted by Pareto Securities AS ("Global Co-ordinator"), SEB Enskilda AS ("Joint Lead Manager") and DnB NOR Markets and Nordea Markets (the "Co-Managers") (collectively referred to as the "Managers") as Managers for the Private Placement. Approximately 77%, EUR 92 million, of the Private Placement was subscribed for by large existing shareholders in the Company, Norwegian investors and international institutional investors, while the remaining approximately 23%, EUR 28 million, was conversion of debt under the guarantee from lending banks. The proceeds of the Private Placement will be used to strengthen the Company's liquidity buffer with EUR 50 million and repayment of debt in order to strengthen the balance sheet. The subscribers will be notified of their conditional allocation today. The Private Placement is inter alia subject to the approval by the EGM and final loan documentation being completed for the New Credit Facility. The new shares to be issued in the Private Placement will not be issued or tradable until (i) the share capital increase has been resolved by the EGM; (ii) the shares have been fully paid; (iii) the share capital increase has been registered in the Norwegian Register of Business Enterprises; and (iv) a listing prospectus has been approved and published. The board will call for an EGM to be held on or about 25 September 2009. The summons for the EGM will be distributed as soon as practically possible. KOA and its lending banks have also agreed on an adjustment and restatement of the existing bank facility (the "New Credit Facility") where the main terms are listed in the Company Presentation attached to the stock exchange notice of 1 September 2009. The New Credit Facility presupposes that the lending Banks are awarded 18,065,239 Warrants with a duration to 31 December 2013 and strike price of NOK 6.00 (equal to issue price in Private Placement +50%) and 18,065,239 Warrants with a duration to 31 December 2013 and strike price of NOK 8.00 (equal to issue price in Private Placement +100%) as compensation for waiver of accrued PIK interest, waiver fees and back- end fees. The issue of Warrants must be approved by the EGM. Payment for the New Shares to be issued in the Private Placement shall be made on or about 29 September 2009 following a resolution by the Company's EGM. The Board of Directors of the Company will propose to conduct a subsequent repair offering of up to 110,000,000 New Shares at NOK 4.00 per share for the shareholders registered in the VPS on 1 September 2009 who were not offered to participate in the Private Placement in order to enable them to maintain their relative shareholding in the Company (the "Subsequent Offering"). As a consequence, the shares in Kongsberg Automotive will be traded without the right to participate in the Subsequent Offering as of today. The timing and further conditions for the proposed Subsequent Offering will be announced in the summons to the EGM. The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12 and/or the Oslo Børs - Continuing Obligations. Kongsberg, 2 September 2009 Kongsberg Automotive Holding ASA For further information please contact Olav Volldal, CEO, tlf: +47 982 14014 Trond Stabekk CFO, tlf +47 982 14054 Important Notices The contents of this announcement have been prepared by and are the sole responsibility of Kongsberg Automotive. The Managers are acting exclusively for Kongsberg Automotive and no one else and will not be responsible to anyone other than Kongsberg Automotive for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Private Placement and the possible subsequent offering, the contents of this announcement or any of the matters referred to herein. The distribution of this announcement and other information in connection with the Private Placement and the possible subsequent offering 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. This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The Private Placement and the possible subsequent offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not an offer to sell or the solicitation of any offer to buy any Kongsberg Automotive shares or other securities of Kongsberg Automotive (the Securities) in the United States, nor shall there be any sale of the Securities in any state thereof in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Securities may only be offered and sold in the United States pursuant to an effective registration statement filed with the United States Securities and Exchange Commission or pursuant to an exemption from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended. Any public offering of the Company's securities in the United States will be made only by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements and other information relevant to investors. The Kongsberg Automotive shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan. In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement. All investment is subject to risk. The value of the Kongsberg Automotive shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.