CONTEMPLATED PRIVATE PLACEMENT OF EUR 120-170 MILLION
Kongsberg Automotive Holding ASA ("Kongsberg Automotive" or the "Company") has retained 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") to advice on and effect a potential private placement of shares with gross proceeds in the amount of at least EUR 120 million up to EUR 170 million (the "Private Placement") directed towards large existing shareholders in the Company, Norwegian investors and international institutional investors. The Company has prior to launch received indications for subscription for new shares of approximately EUR 120 million including the bank guarantee as described below. The subscription price will be determined through a bookbuilding process to be conducted by the Managers with an indicative price range from NOK 4.00 per share to NOK 7.55 per share (closing price on Oslo Børs 1 September 2009). The final subscription price may, however, be set within, below or above the indicative price range. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 50,000. The proceeds of the Private Placement will be used to strengthen the Company's liquidity buffer with EUR 50 million and for repayment of debt in order to strengthen the balance sheet. The book-building period will commence today on (1 September 2009) at 17:30 CET and close on 2 September 2009 at 08.30 CET. The Company may, however, at any time resolve to close or extend the book building period at its own discretion, but in no event earlier than 1 September 2009 at 20:00 CET. In addition, DnB NOR Bank ASA and Nordea Bank Norge ASA have agreed to guarantee the equity issue with up to EUR 60 million jointly, to be settled by conversion of debt at nominal value by each Bank. The guarantee is only valid in the event the Company receives subscriptions exceeding EUR 60 million, whereof the guarantee will be reduced equally to the amount of subscriptions above EUR 60 million. The Board reserves the right, in its absolute discretion, to cancel the Private Placement at any time. Kongsberg Automotive has negotiated amendments to the current loan agreements with its key banks ("New Credit Facility") where several improvements with respect to inter alia covenants and repayment dates have been achieved, including but not limited to; (i) extending the maturity of the loan from December 2012 to December 2013; (ii) no amortizations prior to June 2011; (iii) cancellation of accrued PIK interest of 3.25% and waiver fees and back-end fees against the issue of warrants and (iv) renegotiation of the covenant structure including cancellation of all cash flow related covenants prior to March 2011. The New Credit Facility is subject to a successful Private Placement. The Private Placement is inter alia subject to the approval by an extraordinary general meeting of Kongsberg Automotive ("EGM"), expected to be held on or about 25 September 2009 and the issue of warrants under the New Credit Facility and final loan documentation being completed for the New Credit Facility. Subject to a successful completion of the Private Placement, the Board of Directors will propose to conduct a subsequent repair offering directed at shareholders of the Company as of 1 September 2009 that were not offered or invited to participate in the Private Placement. The new shares to be issued in the Private Placement will not be tradable until the share capital increase has been resolved by the EGM, the shares have been fully paid, the share capital increase has been registered in the Norwegian Register of Business Enterprises, and a listing prospectus has been approved by Oslo Børs. Enclosed is the Company Presentation dated 1 September 2009 that gives more detailed information of the Company and the Company's situation. Subject to a successful completion of the Private Placement, the shares in Company will trade without the right to participate in the proposed subsequent repair offering from and including tomorrow 2 September 2009 (ex-date). The Company will announce the number of shares placed and the final subscription price in the Private Placement through a stock exchange notice expected to be sent before opening of Oslo Børs tomorrow. 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. For further information, please contact Olav Volldal, CEO, tel. +47 982 14 014 Trond Stabekk, CFO, tel. +47 982 14 054 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.