Net Trading Group NTG AB (publ) has completed a Directed issue and thereby raises SEK 7 million

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES

Net Trading Group NTG AB (PUBL) (“NTG” or the “Company”) has, in accordance with the announcement made in a press release on 3 June 2021, successfully completed a directed share issue of 16,355,140 new shares (the “Directed issue”). Through the Directed issue, NTG receives approximately SEK 7 million before transaction related costs. The subscription price in the Directed issue was set to SEK 0.428 per share, and was determined through an accelerated book building procedure carried out by Göteborg Corporate Finance AB in co-operation with Serendipity Global and Global Assets. Investors in the Directed issue consist of a number of Swedish and international qualified investors.

Summary of the Directed issue

The Board of Directors of NTG has, based on the issued authorisation granted by the Extraordinary General Meeting on 29 April 2021, and in accordance with what was published in the Company´s press release 3 June 2021, resolved on a directed share issue.

• The Directed issue encompasses a total of 16 355 140 shares.
• The subscription price in the Directed issue was set at SEK 0.428 per share, and was determined through an accelerated book building procedure carried out by Göteborg Corporate Finance AB in co-operation with Serendipity Global and Global Assets.
• Through the Directed issue the Company will receive proceeds of approximately SEK 7 million before transaction related costs.
• The subscription price in the Directed issue is equivalent to a discount of approximately 15 percent in relation to the closing price on Nordic SME on 3 June 2021.
• The Directed issue entails a dilution of approximately 1.79 percent of the number of shares in the Company. Through the Directed issue, the number of shares outstanding and votes will increase by 16 355 140 from 898,024,525 to 914 379 665. The share capital increase by approximately SEK 843,042.05 from SEK 46,289,648.25 to SEK 47,132,690.30.
• The Directed issue was directed to selected Swedish and international qualified investors.

The Board of Directors’ assessment, based on the accelerated book building process executed by Göteborg Corporate Finance AB in cooperation with Serendipity Global and Global Assets, is that the Directed issue was carried out on customary terms in accordance with market conditions.

The proceeds from the Directed issue will be used to strengthen the Company’s working capital.

The reason for the deviation from the shareholder’s preferential rights was to allow the Company to raise capital in a time and cost-effective manner and with favourable conditions raise capital at favourable conditions to the business of the Company, as well as to diversify the shareholder base with Swedish and international investors.

Advisers

Göteborg Corporate Finance AB was Lead Manager/Bookrunner and Serendipity Global and Global Assets were Joint Bookrunners in the Directed Issue.

Responsible person

This information is such information, as Net Trading Group NTG AB (publ) is obliged to disclose under the EU Market Abuse Regulation 596/2014. The information was provided by the contact person below for publication at the point in time specified by NTG’s news distributer Cision at the publication of this press release.

For further information, please contact:

Morten Revill, NTG Boardmember

Phone: +47 41637272

E-mail: ir@ntginvestor.se

About Net Trading Group NTG AB (publ)

Net Trading Group NTG AB (Trading Symbol: NTGR) is a holistic Nordic ESG company owning unique technologies related to energy production and energy saving via Rock Energy and Lightcircle, respectively. Our technology enables us to follow the power through the entire circuit - from our power plants to our smart and unique electrical outlets. By bundling the product mix of both Rock Energy and Lightcircle, larger developers can now source energy in areas where there is no network, thus reducing the concerns surrounding unpredictable energy costs and unstable or overloaded grids

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in NTG in any jurisdiction, neither from NTG nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. NTG has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. 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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the Group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is not required by law or Nordic Growth Market NGM AB rules for companies whose shares are listed on Nordic SME.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in NTG have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in NTG may decline and investors could lose all or part of their investment; the shares in NTG offer no guaranteed income and no capital protection; and an investment in the shares in NTG is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in NTG.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in NTG and determining appropriate distribution channels.