Cxense ASA – Final result of 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.
The subscription period for the rights issue (the "Rights Issue") in Cxense ASA (the "Company") expired at 16:30 hours (CET) on 26 February 2019. At the expiry of the subscription period, the Company had received subscriptions for a total of 17,557,711 new shares. 12,857,142 new shares (the "Offer Shares") were offered under the Rights Issue and the Rights Issue was accordingly oversubscribed by 37%.
The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria resolved by the Company's extraordinary general meeting on 7 February 2019 in connection with the Rights Issue as set out in the prospectus prepared by the Company dated 11 February 2019 (the "Prospectus").
10,290,765 Offer Shares, constituting 80% of the Offer Shares, were subscribed for and allocated through the exercise of subscription rights. In total 904,977 Offer Shares have been allocated to subscribers who are members of the Company's management and board of directors, of which 749,138 Offer Shares, constituting 6% of the Offer Shares, have been allocated to subscribers who are members of the Company's management and the Company's board of directors who has oversubscribed on the basis of subscription rights (in aggregate 505,254 Offer Shares) and subscribed without subscription rights (in aggregate 243,884 Offer Shares). The remaining 1,817,239 Offer Shares, constituting 14% of the Offer Shares, have been allocated pro-rata to subscribers (excluding members of management and the board of directors) who have oversubscribed based on the number of subscription rights exercised by each subscriber.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated shares falls due on 28 February 2019 in accordance with the payment procedures described in the Prospectus.
The Company has entered into a pre-payment agreement with Arctic Securities AS, and, subject to utilization of such pre-payment, it is expected that the share capital increase will be registered with the Norwegian Register of Business Enterprises on or about 1 March 2019. Subject to timely payment from the subscribers in the Rights Issue, delivery of the Offer Shares and commencement of trading in the Offer Shares on the Oslo Stock Exchange is expected to take place on or about the same date.
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.
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.