Axactor SE - Private placement of new shares successfully placed

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Axactor SE - Private placement of new shares successfully placed

Oslo, Norway, 5 February 2020 

Reference is made to the stock exchange announcement by Axactor SE (OSE: AXA) ("Axactor” or the "Company") on 5 February 2020 regarding the contemplated private placement of up to 30 million new shares (the "Offer Shares") representing 19.3% of the outstanding share capital of the Company (the "Private Placement"). The Company hereby announces that it has allocated 30 million new shares in the Private Placement at a subscription price of NOK 17.25 per share, raising gross proceeds of NOK 517.5 million. ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.

The Company intends to use the net proceeds from the Private Placement to fund further growth and for general corporate purposes.

Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners on 6 February 2020.

Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Company, Geveran Trading Co Ltd and ABG Sundal Collier ASA (on behalf of the Joint Bookrunners) in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Joint Bookrunners will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the authorization granted at the Company's annual general meeting on 10 April 2019.

The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the Private Placement is in compliance with these requirements. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market based subscription price is achieved. 

For additional information, please contact: 
Johnny Tsolis, CFO, Axactor
Mobile phone: +47 913 35 461
Email: johnny.tsolis@axactor.com

Important Notices 

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. 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 securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. 

This communication is only being distributed to and is only directed at persons in the United  Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. 

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue",  "should" and similar expressions. The forward-looking statements in this release 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. 

Actual events may differ significantly from any anticipated development due to a number of  factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the  general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes  in laws and regulation and the potential impact of legal proceedings and actions. 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 does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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