Asetek A/S – Start of subscription period for the Rights Issue

Aalborg, 24 April 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 previous stock exchange announcements published on 8 March, 21 March, 31 March and 18 April 2023 from Asetek A/S (the "Company" or "Asetek") regarding a fully underwritten rights issue of 71,166,667 new shares in the Company (the "New Shares"), raising gross proceeds of NOK 213,500,001 equivalent to approximately DKK 140 million (the "Rights Issue").

The subscription period in the Rights Issue starts today, 24 April 2023, at 9:00 a.m. (CEST). Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (“SEB”) are acting as managers for the Rights Issue (each a "Manager", collectively referred to as the "Managers"). Carnegie AS is acting as settlement agent for the Rights Issue.

Allocation of preemptive Rights

The holders of the Company's shares as of 19 April 2023 (the "Existing Shareholders") and registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 21 April 2023 pursuant to the two days' settlement procedure of VPS (the "Record Date"), have been granted preemptive rights (the "Preemptive Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, New Shares at a subscription price of NOK 3 per New Share (the "Subscription Price").

Each Existing Shareholder has been granted 2.621508 Preemptive Rights for each existing share registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Preemptive Right. The Preemptive Rights will be distributed free of charge.

Each Preemptive Right will, subject to applicable law, give the right to subscribe for, and be allocated, one New Share. Over-subscription and subscription without Preemptive Rights are permitted, however, the Company reserves the right to reject or reduce any such subscription not covered by the Preemptive Rights.

The grant or purchase of Preemptive Rights and the subscription of New Shares by persons resident in, or who are citizens of countries other than Denmark and Norway, may be affected by laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 20.7 "Transfer Restrictions" in the prospectus prepared by the Company and dated 18 April 2023 (the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (https://ir.asetek.com/overview/default.aspx), Carnegie AS (https://www.carnegie.no//ongoing-prospectuses-and-offerings) and SEB (https://www.seb.no/).

Subscription period

The subscription period commences on 24 April 2023 at 9:00 a.m. (CEST) and expires on 8 May 2023 at 4:30 p.m. (CEST) (the "Subscription Period"). The Subscription Period may not be shortened, but the Board of Directors of the Company may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus.

Preemptive Rights

The Preemptive Rights will be listed and tradeable on Oslo Børs from 24 April 2023 at 9:00 a.m. (CEST) to 2 May 2023 at 4:30 p.m. (CEST), under the ticker "ASTKT" and ISIN DK0062492997. The Preemptive Rights will hence only be tradeable during part of the Subscription Period.

Preemptive Rights that are not used to subscribe for New Shares before expiry of the Subscription Period on 8 May 2023 at 4:30 p.m. (CEST) or sold before 2 May 2023 at 4:30 p.m. (CEST) will have no value and will lapse without compensation to the holder.

Persons intending to trade in Preemptive Rights should be aware that trading in, and exercise of, Preemptive Rights by holders who are located in jurisdictions outside of Denmark and Norway may be restricted or prohibited by applicable securities laws. See Section 20.7 "Transfer Restrictions" in the Prospectus for further information.

The Preemptive Rights are expected to have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Preemptive Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 24 "Dilution" of the Prospectus.

Subscription Price

The Subscription Price is NOK 3 per New Share.

Subscription procedure

Subscriptions for New Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to one of the Managers within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for New Shares through the Norwegian VPS' online subscription system (or by following the link on https://www.carnegie.no//ongoing-prospectuses-and-offerings or https://www.seb.no/ which will redirect the subscriber to the VPS online subscription system).

Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form to one of the Managers during the Subscription Period. The subscription form is attached to the Prospectus. Postal and e-mail address to the Managers are included in Annex A "Subscription form" of the Prospectus.

Financial Intermediaries (for “nominee accounts”)

If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Preemptive Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their Existing Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Any Existing Shareholder who holds its Preemptive Rights through a financial intermediary and wishes to exercise its Preemptive Rights, subject to certain restrictions, should instruct its financial intermediary in accordance with the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting exercise instructions from the Existing Shareholders and for informing the Managers of such exercise instructions.

Underwriting

The Rights Issue is fully underwritten pursuant to advance subscription commitments and guarantee undertakings, entered into between the Company and a consortium of existing shareholders and other investors, including certain members of the Company’s board of directors, executive management and key employees (the "Guarantors") dated 7 March 2023 or 13 April 2023 (the "Subscription Commitments"). Pursuant to, and subject to the terms and conditions of the Subscription Commitments, the respective Guarantors have undertaken to exercise Preemptive Rights and/or to subscribe for any New Shares that are not subscribed for during the Subscription Period for an aggregate gross proceeds of approximately DKK 140 million. The New Shares in the Rights Issue that are not subscribed upon expiration of the subscription period (if any) will thus be subscribed by and allocated to the Guarantors.

Under the Subscription Commitments, each Guarantor will receive a fee for the subscription of the New Shares of 11% of the amount of their guarantee commitment. If the Rights Issue is not completed, the Guarantors will not receive any fee or other remuneration. Guarantors who are Existing Shareholders will not receive any fee for the undertaking to exercise their respective Preemptive Rights.

The Company may terminate the Subscription Commitments in its sole discretion at any time prior to the registration of the share capital increase pertaining to the Rights Issue in the Danish Business Authority. Prior to that date, one Guarantor's commitment to subscribe representing a subscription value of up to DKK 16,866,052 is conditional on the absence of material adverse change to the information in the Prospectus (as supplemented) which arises or is noted prior to completion of the Rights Issue and which would require either to be mentioned in the Prospectus or in a supplement to the Prospectus according to the applicable prospectus regulation (provided however that the respective Guarantor may approve such material adverse change in advance). The Guarantors' Subscription Commitments expire in the event that the Rights Issue is not completed before 30 June 2023. In such event, the Rights Issue will be withdrawn unless it is fully subscribed. See Section 20.6.3 "Advance undertaking and underwriting" in the Prospectus for further information about the underwriting and the Guarantors.

If the Rights Issue is withdrawn, all Preemptive Rights will lapse without value, any subscriptions for, and allocations of, New Shares that have been made will be disregarded and any payments for New Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Preemptive Rights shall be without prejudice to the validity of any trades in Preemptive Rights, and investors will not receive any refund or compensation in respect of Preemptive Rights purchased in the market.

Listing and commencement of trading in the New Shares

Following expiry of the Subscription Period, the New Shares will be allocated to subscribers in accordance with the allocation principles described in Section 20.1.10 "Allocation of the New Shares" in the Prospectus. Payment for allocated New Shares falls due 12 May 2023.

Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Danish Business Authority on or about 15 May 2023 and that allocated New Shares will be delivered to the VPS accounts of the subscribers on or about the next day. The New Shares are expected to be tradable on Oslo Børs from 16 May 2023.

The New Shares may not be traded before the share capital increase pertaining to the Rights Issue is registered with the Danish Business Authority and the New Shares are delivered in the VPS. 

Investor presentation

The Company has prepared an investor presentation with selected information from the Prospectus. The investor presentation can be accessed at the following link (with some restrictions) https://ir.asetek.com/overview/default.aspx.

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

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 A/S

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 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.

Forward looking statements

This announcement includes forward-looking statements which may include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.

This information is published in accordance with the requirements of the Continuing Obligations.