Agasti Holding ASA – Changes in primary insiders' holdings following proposed transactions
Oslo/Stavanger 27 May 2013: Reference is made to stock exchange announcement from Agasti Holding ASA (ticker AGA) (the "Company") regarding Agasti's proposed acquisition of a majority shareholding in Wunderlich Investment Company, Inc. in exchange for newly issued shares and a private placement (the" Announcement").
The following primary insiders of the Company has been allotted shares in the private placement at price NOK 1.35 per share:
IKM Industri-Invest AS, a shareholder in Agasti which is considered to be represented on the board of Agasti by Mr. Erling Meinich-Bache, has been allotted 7,407,407 shares. Following completion of the private placement IKM Industri-invest AS will hold 17,407,407 shares in Agasti.
Invest-Man AS, a company controlled by Agasti board member, Stein Aukner, has been allotted 148,148 shares. Following completion of the private placement, Stein Aukner and related parties will hold 285,648 shares in Agasti.
The Announcement lists all allotted shares in the private placement.
Coil Investment Group AS ("Coil"), a company controlled by Agasti CEO Alfred Ydstebø, will acquire shares in Agasti as contribution for the sale of shares in Wunderlich Investment Company, Inc. as described in the Announcement. Coil has also announced an intention to sell shares as described in the stock exchange announcement to ensure that Coil's shareholding will not exceed the 1/3 threshold for the mandatory offer obligation. Coil intends to offer the exceeding shares to employees in Agasti for NOK 1.35 per share. Jørgen Pleym Ulvness, Deputy Chief Executive Officer in Agasti and Bjarne Eggesbø, Chief Executive Officer in Obligo Investment Management AS have agreed with Coil to underwrite such sale to the Agasti employees of up to approximately 10,370,000 shares, with Mr. Ulvness buying a minimum of 5,200,000 shares. Following such transaction Jørgen Pleym Ulvness and related parties will own at least 6,595,000 shares in Agasti. Bjarne Eggesbø or related parties do not own any shares in Agasti. The details of the underwriting and exact number of shares following such transactions are yet to be decided.
The primary insiders' transactions referred in this announcement are all subject to the completion of the transactions described in the Announcement which, inter alia, are subject to the consent from the general meeting of Agasti scheduled for 26 June 2013.
Contact persons:
Head of IR, Jo-Inge Fisketjøn jif@agasti.no, tlf. +47 924 54 834
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 offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.
This information is subject of the disclosure requirements pursuant to sections 4-4 and 5-12 of the Norwegian Securities Trading Act.