Asetek A/S – Registration of share capital increase pertaining to the Rights Issue
Aalborg, 15 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.
Reference is made to the stock exchange announcement by Asetek A/S (the "Company" or "Asetek") on 10 May 2023 regarding the final results of the fully underwritten rights issue of 71,166,667 new shares (the "New Shares") in the Company at a subscription price of NOK 3 per share (the "Rights Issue").
The share capital increase pertaining to the Rights Issue has now been registered with the Danish Business Authority. Following such registration, the Company has a share capital of DKK 9,831,389.20 representing 98,313,892 shares, each with a nominal value of DKK 0.10. The total number of voting rights in the Company is 98,313,892.
Following registration with the Danish Business Authority, the New Shares are validly and legally issued and fully paid-up. The New Shares will be admitted to trading on Oslo Børs under the same ISIN code for the Company's existing shares DK0060477263
The Company's articles of association has been updated to reflect the capital increase and are available at the Company's website (www.asetek.com).
Subject to no material adverse change affecting the Company before the admission to trading and official listing, the Company's shares (in the form of share entitlements) will be admitted to trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") under the same ISIN code as the Existing Shares (DK0060477263), expectedly on 17 May 2023.
Shareholders wishing to trade their shares on Nasdaq Copenhagen must transfer such Shares to VP Securities A/S' (Euronext Securities Copenhagen) securities systems. Such transfers may be subject to fees levied by the settlement parties in accordance with their respective fee schedules.
Expected timetable
The following table presents the expected timetable of remaining principal events:
Delivery of the New Shares..................................................................... | 16 May 2023 |
First day of trading of the New Shares on Oslo Børs................................. | 16 May 2023 |
First day of trading and official listing of the Shares (in the form of share entitlements) on Nasdaq Copenhagen .................................................... | 17 May 2023 |
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.
This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.