Cxense ASA – Commencement of the subscription period for the rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

As previously announced, Cxense ASA (the "Company") will carry out a fully underwritten rights issue (the "Rights Issue") of 12,857,142 new shares in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 90 million. The subscription period in the Rights Issue commences today, 12 February 2019.

Subscription Price:

NOK 7 per Offer Share (the "Subscription Price").

Subscription period:

The subscription period will commence today on 12 February 2019 at 09:00 and expire at 16:30 hours CET on 26 February 2019.

Allocation of Subscription Rights:

The shareholders of the Company (the "Existing Shareholders") as of 7 February 2019 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 11 February 2019 pursuant to the two days' settlement procedure (the "Record Date")), is granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).

Each Existing Shareholder is granted 1.41452 Subscription Right for each existing share in the Company registered as held by such Existing Shareholders in the VPS as of the Record Date, rounded down to the nearest whole aggregate number of Subscription Rights. Each Subscription Right will, subject to applicable securities law, give the right to subscribe for, and be allocated, one Offer Share in the Rights Issue. Oversubscription by holders of Subscription Rights and subscription for Offer Shares without Subscription Rights is permitted.

The grant, purchase or exercise 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 12 "Selling and Transfer Restrictions" in the prospectus prepared by the Company in connection with the Rights Issue dated 11 February 2019 (the "Prospectus").

The Subscription Rights:

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 12 February 2019 to 16:30 hours CET on 22 February 2019 under the ticker code "CXENSE T". The Subscription Rights will hence only be tradable during part of the Subscription Period.

Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 16:30 CET on 22 February 2019 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. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 11.19 "Dilution" of the Prospectus.

Allocation principles:

The following principles are applicable for allocation of Offer Shares in the Rights Issue:

(i) Allocation of Offer Shares will be made to subscribers on the basis of granted and acquired Subscription Rights, which have been validly exercised during the Subscription Period.

(ii) If not all Subscription Rights are exercised, subscribers that are a part of the management and board of directors of the Company at the time of completion of the Rights Issue, and who has oversubscribed on the basis of Subscription Rights or has subscribed shares without owning Subscription Rights, will be allocated Offer Shares pro rata based on their total subscriptions, limited to an aggregate subscription amount of NOK 10 million. This constitutes a deviation from the Existing Shareholders' preferential rights to Offer Shares in the Rights Issue pursuant to section 10-4 of the Norwegian public limited liability companies act (the "Act"), which was approved by the Company's extraordinary general meeting on 7 February 2019 in accordance with section 10-5 of the Act.

(iii) Offer Shares not allocated pursuant to (i) and (ii) above, will be allocated to subscribers having exercised their Subscription Rights and oversubscribed on a pro rata basis based on the number of Subscription Rights exercised by each such subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by the drawing of lots.

(iv) Offer Shares not allocated pursuant to (i), (ii) and (iii) above will be allocated to subscribers not holding Subscription Rights. The allocation shall be made proportionally based on the number of Offer Shares subscribed, but so that the board is authorized to round down the allocation to each subscriber to the nearest whole 100 Offer Shares.

For further information on the allocation principles applicable in the Rights Issue, see Section 11.13 "Allocation of Offer Shares" in the Prospectus.

Subscription procedure:

In order to subscribe for Offer Shares, investors need to correctly complete the subscription form, and submit it to the Manager of the Rights Issue, Arctic Securities AS, as set out in the Prospectus by 16:30 hours (CET) on 26 February 2019.

Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on https://www.cxense.com/investors or www.arctic.com/secno, which will redirect the subscriber to the VPS online subscription system).

Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the subscription form for the Rights Issue may be downloaded from https://www.cxense.com/investors or www.arctic.com/secno. A hard copy of the Prospectus and the subscription form may be obtained from Arctic Securities, Haakon VII's gate 5, N-0123 Oslo, Norway, tel.: +47 21 01 30 40.

Underwriting:

The Rights Issue is fully underwritten by certain existing shareholders in the Company and new investors (the "Underwriters") pursuant to an underwriting agreement dated 16 January 2019 (the "Underwriting Agreement").

Pursuant to the Underwriting Agreement, the Underwriters have undertaken, severally and not jointly, to underwrite an aggregate amount of NOK 90 million in the Rights Issue. Offer Shares not subscribed and allocated pursuant to the allocation principles in the Rights Issue described above, will be subscribed by, and allocated to, the Underwriters in accordance with the commitments each of the Underwriters has assumed, to the extent the Underwriters have not fulfilled their commitments by subscription of shares in the subscription period.

The Underwriters' obligation to subscribe and pay for the Offer Shares allocated to them are conditional upon the Subscription Period for the Rights Issue being commenced by 15 March 2019 and that the Underwriter has been notified of any allotment under its underwriting obligation within the expiry of 31 March 2019. Other than these conditions, the Underwriting Agreement does not contain any specific termination rights for the Underwriters, and, thus, a termination of the agreement must be based on applicable law.

See further information regarding the underwriting in Section 11.20 "The Underwriting" of the Prospectus.

Financial intermediaries:

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 Subscription 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 shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Listing and commencement of trading in the Offer Shares:

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 Norwegian Register of Business Enterprises on or about 1 March 2019 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same date, after which the Offer Shares will be tradable on the Oslo Stock Exchange.  

Arctic Securities is acting as Bookrunner in connection with the Rights Issue. Aabø-Evensen & Co Advokatfirma AS is acting as the Company's legal advisor in connection with the Rights Issue.

For more information, please contact:

Jørgen Evjen, Chief Financial Officer, phone: +47 928 04 014

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

Restrictions

Neither this announcement nor any copy of it may be made or transmitted directly or indirectly into the United States, Australia, Canada, Japan, Hong Kong or South Africa or any other jurisdiction where to do so would be unlawful. The Rights Issue and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement does not in itself constitute, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates in any jurisdiction. The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required.

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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

This announcement 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 announcement 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. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

Further information regarding restrictions applicable for the Rights Issue is set out in the Prospectus.