Q-FREE - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, SINGAPORE, THAILAND, UNITED ARAB EMIRATES, THE UNITED STATES 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. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Trondheim, Norway, 29 September 2016
Q-Free ASA ("Q-Free" or the "Company") is pleased to announce that the private placement of new shares (the "New Shares") announced on 23 September 2016 (the "Private Placement"), has been successfully completed at NOK 7.50 per New Share, raising gross proceeds of NOK 133.8 million through the issuance of 17,844,689 New Shares. The Private Placement was multiple times subscribed.
The Board of Directors of Q-Free ASA approved in a board meeting 28 September 2016 to increase the share capital with NOK 6,780,981.82. The increase in the share capital is carried out according to proxy by issuance of 17,844,689 new shares with a par value of NOK 0.38. The share capital will increase from NOK 27,123,927.66 to NOK 33,904,909.48 after the share capital increase has been registered in Foretaksregisteret (The Norwegian Company Register).
The Private Placement took place through an accelerated book building process managed by ABG Sundal Collier ASA (the "Manager"). The Private Placement was directed towards Norwegian and international institutional and professional investors.
The net proceeds from the Private Placement are intended to be used to strengthen the Company's balance sheet and liquidity position. This will also provide a good basis for further growth for the Company.
A notification of allotment of shares in the Private Placement will be sent today by the Manager. The due date for payment for allocated New Shares is 3 October 2016. Following issuance of the New Shares the Company will have 89,223,446 issued shares each having a par value of NOK 0.38.
The New Shares will be registered in VPS pending (i) registration of the new share capital in the Norwegian Register of Business Enterprises, and (ii) approval by the Norwegian Financial Authority of a listing prospectus ("Prospectus"). Such Prospectus is expected to be approved and published on or about 7 October 2016. The New Shares will be listed on Oslo Børs and made tradable following (i) publication of the Prospectus, and (ii) an announcement by the Company that the New Shares have been admitted to trading on Oslo Børs. The New Shares are expected to be listed and tradable from and including 10 October 2016.
The Private Placement deviated from the rules on equal treatment and existing shareholders preferential right for new shares as set out in Securities Trading Act section 5-14 and the Public Limited Liability Companies Act section 10-4, as the Private Placement was not directed towards all existing shareholders. The Board believes this to be in the best interest of the Company and the shareholders, as the Private Placement secures financing of both working capital requirements and provides the necessary balance sheet strength for the Company to make the most out of its strategic alternatives. The Board has considered other sources of financing, but have not deemed such sources as suitable, available or more preferable than raising of equity through the Private Placement.
The Board considered a waiver of the existing shareholders' preferential rights necessary in order to be able to complete the Private Placement. The Board is of the opinion that the Private Placement allowed the Company to raise capital more quickly and at more favourable terms than a rights issue would have allowed. Furthermore, the Private Placement has strengthened the Company’s shareholder base, attracting several new Norwegian and international institutional and professional investors.
Considering that the subscription price involves a premium compared to the average share price during the book-building period, that a representative selection of the Company's existing shareholders have been offered to participate in the Private Placement, that the Private Placement does not change the balance of power amongst the shareholders and taking into account the liquidity in the Company's shares and that expected costs of implementing a subsequent issue potentially will exceed the proceeds from such an offering, the Board has concluded that it is not in the shareholders' common interest to implement a subsequent issue.
ABG Sundal Collier ASA has acted as sole manager for the Private Placement. Advokatfirmaet CLP has acted as Norwegian legal counsel to the Company.
For further information, please contact:
President & CEO, Håkon Volldal: +47 977 19 973
Chairman of the Board: Charlotte Brogren Karlberg: +46 70 593 56 46
CFO, Roar Østbø: +47 932 45 175
ABG Sundal Collier: +47 22 01 60 00
About Q-Free
Q-Free is a leading global supplier of ITS (Intelligent Transportation Systems) products and solutions. The company has approximately 470 employees, offices in 20 countries, and presence on all continents. Headquartered in Trondheim, Norway, Q-Free is listed on the Oslo Stock Exchange under the ticker QFR.
Twitter: @Q-FreeASA
IMPORTANT INFORMATION
This communication may not be published, distributed or transmitted in the United States, Canada, Australia, Singapore, Thailand, United Arab Emirates or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.