Asetek A/S – Admission to trading and official listing on Nasdaq Copenhagen A/S
Aalborg, 17 May 2023.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
On 18 April 2023, Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") provided their conditional approval for the admission to trading and official listing of Asetek A/S' (the "Company") shares (in the form of share entitlements) on Nasdaq Copenhagen under the symbol "ASTK". As per the approval, and due to the satisfaction of the conditions contained therein, trading in the Company's shares will commence at 9:00 a.m. (CEST) today. The Company's shares are issued in DKK, and trading on Nasdaq Copenhagen and clearing through Euronext Securities Copenhagen will be carried out in DKK.
In addition, the Company's shares continue to be listed on Oslo Børs under the symbol "ASTK".
No market price has been established prior to the first day of trading in the Company's shares (in the form of share entitlements) on Nasdaq Copenhagen, since there has not been any offering of shares or other securities to the market in connection with the admission to trading and official listing of the Company's shares on Nasdaq Copenhagen or any other mechanism for establishing a market price prior to the first day of trading. Instead, the market price will be established through normal pre-opening auction.
Shareholders wishing to trade their shares on Nasdaq Copenhagen must transfer such shares to VP Securities A/S' securities system through completion of a transfer process. Shareholders wishing to transfer their shares will need to contact their bank or broker to assist with the transfer. Such transfers may be subject to fees levied by the settlement parties in accordance with their respective fee schedules.
The Company will offer to cover the costs charged by VP Securities for share transfers from Oslo Børs to Nasdaq Copenhagen (but not costs of other parties or any other fees) for the first 14 days of trading on Nasdaq Copenhagen, i.e., from 17 May 2023 to 31 May 2023. A letter with "frequently asked questions" ("FAQ") regarding the listing on Nasdaq Copenhagen will be distributed to all shareholders in the Company, expectedly on 19 May 2023, which includes, inter alia, further details on the Company's cost cover. The FAQ will also be made available at the Company's website.
Market maker agreement
The Company has entered into a market maker agreement with Carnegie Investment Bank AB (Publ) ("Carnegie") on 17 April 2023 to ensure liquidity in the Company's shares traded on Nasdaq Copenhagen (in the form of share entitlements). The agreement will remain in force for an initial period of three (3) months from 17 April 2023, and then continue in force until terminated by either party with one (1) months' notice.
The main terms of the agreement are: (i) Carnegie must quote bid and ask prices at least 85 per cent of the official trading hours on each trading day, (ii) Carnegie must post quotes for at least DKK 20,000 size on bid and ask side and (iii) Carnegie must aim to keep all market orders within a maximum spread of three per cent.
For further information about the Company, please contact:
CFO Peter Dam Madsen, +45 2080 7200, email: investor.relations@asetek.com
or
David Pangburn, corporate controller, +1 (408) 386-3031, email: investor.relations@asetek.com
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall 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, or (iii) 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 (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Denmark and Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorized, nor do they authorize, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.
The distribution of this announcement and other information 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.
The Managers and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers are acting exclusively for the Company and no-one else in connection with the Rights Issue and will not regard any other person as their client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their clients.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.