Q-FREE – CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, SINGAPORE, THAILAND, UNITED ARAB EMIRATES, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Trondheim, Norway, 23 September 2016
The Board of Directors of Q-Free ASA (the “Company”) is contemplating raising new equity and has retained ABG Sundal Collier as manager to advise on and effect a private placement of new shares directed towards Norwegian and international institutional or professional investors ("Private Placement"). The order price will be determined through an accelerated book-building process. The increase in the share capital, if the Private Placement is completed, will be carried out according to the authorization given by the general meeting on 19 September 2016 and the maximum number of shares to be issued in the Private Placement is 17,844,689 new shares. The minimum application and allocation amount will be the NOK equivalent of EUR 100,000.
The book-building period will commence today (23 September 2016) at 09:00 CET and closes on 28 September at 16:30 CET. The Board of Q-Free and ABG Sundal Collier may, however, at any time resolve to shorten or extend the book-building period at their own discretion.
The net proceeds from the Private Placement are intended to be used to strengthen the Company's balance sheet and liquidity position. This will also provide a good basis for further growth for the Company.
Completion of the Private Placement is inter alia subject to necessary corporate resolutions. The Company has submitted a draft prospectus for review by the Financial Supervisory Authority of Norway which is currently expected to be approved on or about 7 October 2016.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
For further information, please contact:
President & CEO, Håkon Volldal: +47 977 19 973
Chairman of the Board: Charlotte Brogren Karlberg: +46 70 593 56 46
CFO, Roar Østbø: +47 932 45 175
ABG Sundal Collier: +47 22 01 60 00
Q-Free is a leading global supplier of ITS (Intelligent Transportation Systems) products and solutions. The company has approximately 470 employees, offices in 20 countries, and presence on all continents. Headquartered in Trondheim, Norway, Q-Free is listed on the Oslo Stock Exchange.
This communication may not be published, distributed or transmitted in the United States, Canada, Australia, Singapore, Thailand, United Arab Emirates or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The distribution of this announcement and other information in connection with the Private Placement 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.