Asetek A/S - Key Information Relating to the Rights Issue
Reference is made to the stock exchange announcement published by Asetek A/S (the “Company”) on 8 March 2023 regarding a contemplated fully underwritten rights issue in the Company, to raise gross proceeds of minimum DKK 140 million (the “Rights Issue”).
Key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential rights issue were announced: 8 March 2023
Last day including right: 19 April 2023
Ex-date: 20 April 2023
Record date: 21 April 2023
Date of approval: 18 April 2023
Maximum number of new shares: Will be determined and announced on 18 April 2023, see “Other information” below
Subscription price: Will be determined and announced on 18 April 2023, see “Other information” below.
Ratio preferential rights: Will be announced on 18 April 2023
Subscription ratio: Will be announced on 18 April 2023
Manager: Carnegie AS and Skandinaviska Enskilda Banken AB (publ)
Will the rights be listed – yes/no: The Company will apply for listing of the preferential rights on Oslo Børs
ISIN for the preferential rights: Will be announced on 18 April 2023
Other information: The final amount to be raised in the Rights Issue will be determined by the Company's board of directors in connection with publication of the prospectus on 18 April 2023, subject to the general meeting's approval of the proposal to authorise the board of directors to issue new shares and the board of directors' decision to launch the Rights Issue. The subscription price for the new shares offered in the Rights Issue will be based on the theoretical ex rights price (“TERP”), based on the volume-weighted average price (“VWAP”) of the Company’s shares on Oslo Børs on the last trading day prior to the date of publication of the prospectus prepared in connection with the Rights Issue, less a discount of at least 40%, to be finally determined by the Company's board of directors following consultation with the managers for the Rights Issue.
The final number of new shares being offered, the final discount and the final subscription price for the new shares to be issued in the Rights Issue, are expected to be announced through a stock exchange announcement on 18 April 2023 in connection with publication of the prospectus and launch of the Rights Issue.
This information is published in accordance with the requirements of the Continuing Obligations.
For further information about the Company, please contact:
CEO and Founder André S. Eriksen, +45 2125 7076, email: ceo@asetek.com
CFO Peter Dam Madsen, +45 2080 7200, email: investor.relations@asetek.com
For information about the Rights Issue, please contact the managers:
Carnegie AS, tel +47 22 00 93 60
Skandinaviska Enskilda Banken AB (publ), tel +45 33 28 29 00
About Asetek
Asetek (ASTK.OL), a global leader in mechatronic innovation, is a Danish garage -to-stock-exchange success story. Founded in 2000, Asetek established its innovative position as the leading OEM developer and producer of the all-in-one liquid cooler for all major PC & Enthusiast gaming brands. In 2013, Asetek went public while expanding into energy-efficient and environmentally friendly cooling solutions for data centers. In 2021, Asetek introduced its line of products for next level immersive SimSports gaming experiences. Asetek is headquartered in Denmark and has operations in China, Taiwan and the United States.
IMPORTANT INFORMATION
This announcement does not constitute an offering memorandum or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017, as amended, and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading and official listing on Oslo Stock Exchange. Copies of the prospectus will, following publication be available from the website of the Company.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In any member state of the European Economic Area ("EEA Member State"), other than Denmark and Norway, this announcement is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation (EU) No. 2017/1129 of 14 June 2017, as amended.
This announcement is only being distributed to and is only directed at: (A) qualified investors, as such term is defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and who are also (B)(i) persons outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) - (d) of the Order (the persons described in (A) and (B)(i) through (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the offering memorandum or prospectus, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Banks and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to the forward -looking statements set forth herein. Accordingly, the Company urges readers not to place undue reliance on any of the forward-looking statements set forth herein. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.