SmartCraft - End of stabilisation and partial exercise of greenshoe option

SmartCraft ASA | Additional regulated information required to be disclosed under the laws of a member state

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SmartCraft - End of stabilisation and partial exercise of greenshoe option

Oslo, 2 July 2021:  Reference is made to the stock exchange notice issued on 24 June 2021 regarding potential stabilisation activities in respect of the shares in SmartCraft ASA ("SmartCraft" or the "Company"; trading symbol: SMCRT, ISIN: NO 0011008971) in connection with the successful completion of the initial public offering of shares in the Company (the "Offering").

ABG Sundal Collier ASA ("ABG Sundal Collier”), acting as stabilisation manager in connection with the Offering on behalf the Managers (as defined below), hereby gives notice that stabilisation was undertaken in relation to the shares in SmartCraft with a total of 2,372,454 shares purchased as part of the stabilisation. The shares were purchased at an average price of NOK 17.80 and stabilisation activities only occurred on 24 June 2021. For stabilisation transactions carried out on 24 June, the quantity, price (highest), price (lowest) and weighted average price is found in the attached version.

ABG Sundal Collier will redeliver the 2,372,454 shares purchased through stabilisation transactions to

Valedo Partners III AB in accordance with the terms in a share lending agreement between the parties. In order to permit the redelivery of the remaining 3,807,321 shares of the 6,179,775 shares in the Company which were borrowed from Valedo Partners III AB and over-allotted in the Offering, ABGSC has exercised its option to subscribe for 3,807,321 new shares in the Company at the offer price of NOK 17.80 per Offer Share. After the issuance of the new shares, the number of shares outstanding in the Company will be 171,016,687 shares, each with a par value of NOK 0.01.

ABG Sundal Collier ASA and Carnegie AS are acting as joint global coordinators and joint bookrunners in the IPO, and Joh. Berenberg, Gossler & Co. KG is acting as joint bookrunner in the IPO (collectively, the "Managers"). Advokatfirmaet Thommessen AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For further information, please contact:

ABG Sundal Collier ASA

Magnus Kvinge

Tel: +47 22 01 60 00
 

IMPORTANT INFORMATION:

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of SmartCraft in the United States 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. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State). In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and 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 communication must satisfy themselves that it is lawful to do so. This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, , include, but are not limited to, the possibility that we will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. None of the Managers, the shareholders or any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. None of the Managers, the shareholders or any of their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the shareholders, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the Listing will occur. Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. The distribution of this announcement and other information 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. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.