Axactor SE - Approval and publication of prospectus and commencement of subscription period in the subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 8 February 2021

Reference  is made to the stock  exchange announcements from Axactor SE (“Axactor” or the  "Company") on 9 December 2020 regarding  a number of measures to strengthen the financial platform of the Company, including (i) a private placement raising  gross proceeds of NOK 320 million  (the "Private Placement"), (ii) a potential subsequent offering of up to 26,750,000 new shares at a subscription price of NOK 8.00 per offer share (the “Subsequent Offering”) and (iii) the acquisition of the 50% interest in Axactor Invest held by Geveran with consideration consisting of shares in Axactor (the “Axactor Invest Roll-up”). 

The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has on 5 February 2021, approved the Company's prospectus (the "Prospectus") prepared in connection  with; (i) listing of 40,000,000 shares offered in the Private Placement, (ii) offering and listing of up to 26,750,000 shares (the “Offer Shares”) in the Subsequent Offering, and (iii) listing of 50,000,000 shares in connection with the Axactor Invest Roll-up. The Prospectus will  be published  today and  will, subject to applicable local securities laws, be   available at www.abgsc.com/, www.dnb.no/emisjoner or www.nordeamarkets.com/axactor. The Prospectus will also be available at the Company’s web www.axactor.com
 
The subscription period for the Subsequent Offering commences today, 8 February 2021, at 09:00 hours (CET) and will expire at 16:30 hours (CET) on 19 February 2021 (the “Subscription Period”). The Subscription Rights can be traded in the period from 09:00 CET on 8 February 2021 until 16:30 CET on 17 February 2021 (the “Trading Period”). The subscription price in the Subsequent Offering is NOK 8 per Offer Share (the “Subscription Price”), which is the same as in the private placement announced on 9 December 2021 (the “Private Placement”).

Existing shareholders as of 9 December 2020, as registered in Verdipapirsentralen (“VPS”) on 11 December 2021 (the "Record Date") who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders"), are granted tradeable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares. 

For each share recorded as held in Axactor as of expiry of the Record Date, each Eligible Shareholder will receive approximately 0.2894 Subscription Rights, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. The Subscription Rights will be distributed free of charge to the VPS accounts of each Eligible Shareholder today, 8 February 2021.

Oversubscription and subscription without Subscription Rights is permitted, however there can be no assurance that shares will be allocated for such subscription. Subscription without Subscription Rights is not allowed. 
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 13 "Selling and Transfer Restrictions" in the prospectus dated 5 February 2021 prepared by Axactor in connection with the; (i) listing of 40,000,000 shares issued in connection with the Private Placement, (ii) listing of 50,000,000 shares issued as consideration in connection with Axactor’s acquisition of 50% interest in Axactor Invest from Geveran, and (iii) offering and listing of up to 26,750,000 shares in the Subsequent Offering (the "Prospectus").

Please note that Subscription Rights that are not sold before the end of the Trading Period or used to subscribe for Offer Shares before the end of the Subscription Period will have no value and will lapse without compensation to the holder. 

The Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 12.4 "Dilution" of the Prospectus.

The timetable below provides certain key dates for the Subsequent Offering:
- Subscription Period commences: 8 February 2021 at 09:00 hours (CET) 
- Subscription Period ends: 19 February 2021 at 16:30 hours (CET)
- Trading Period commences: 8 February 2021 at 09:00 hours (CET)
- Trading Period ends: 17 February 2021 at 16:30 hours (CET)
- Allocation of the Offer Shares and distribution of allocation letters: Expected on or about 22 February 2021
- Payment date: 24 February 2021
- Delivery of the Offer Shares and listing and commencement of trading in the Offer Shares on Oslo Børs: Expected on or about 3 March 2021.

To participate in the Subsequent Offering please visit one of the Joint Lead Managers websites listed below or see Appendix B in the Prospectus.

For further details on the terms of the Subsequent Offering, please see the Prospectus. The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available on the following websites: www.abgsc.com/, www.dnb.no/emisjoner, www.nordeamarkets.com/axactor and  www.axactor.com.

ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge act as Joint Lead Managers in the Subsequent Offering.

If you have any questions on how to participate in the Subsequent Offering, please contact the Joint Lead Managers listed above. For other information please contact: 
      
Kyrre Svae
Interim CFO | Chief of Strategy & IR
kyrre.svae@axactor.com
(+47) 478 39 405

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.