22 March 2024: Reference is made to the stock exchange announcement by Elektroimportøren AS (“Elektroimportøren” or the “Company”) on 19 March 2024 regarding the board of directors' resolution to carry out a subsequent share offering of up to 4,000,000 new shares (the "Subsequent Offering").
The Subsequent Offering consists of an offer by the Company to issue up to 4,000,000 new shares (the "Offer Shares"), each with a nominal value of NOK 0.05, at a Subscription Price of NOK 7.50 per Offer Share (the "Subscription Price"), being equal to the subscription price in the private placement resolved by the Company's EGM on 29 February 2024. If all Offer Shares are issued, the Subsequent Offering will result in NOK 30,000,000 in gross proceeds to the Company.
The subscription period for the Subsequent Offering will commence today, 22 March 2024, at 09:00 hours (CET) and expire on 5 April 2024 at 16:30 hours (CEST) (the "Subscription Period").
The shareholders of the Company as of 14 February 2024 (being registered as such in Euronext VPS, the Norwegian Central Securities Depository (the "VPS") on 16 February 2024 pursuant to the VPS' standard two days' settlement procedure (the "Record Date")), who (i) were not allocated offer shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar actions (the "Eligible Shareholders"), have been granted non-tradeable subscription rights (the "Subscription Rights") that, subject to applicable law, give a right to subscribe for and be allocated shares in the Subsequent Offering at the Subscription Price. The Subscription Rights have been registered on each Eligible Shareholder's VPS account.
The Eligible Shareholders have been granted 0.51231 Subscription Rights for each existing share in the Company registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated one (1) share in the Subsequent Offering. Over-subscription will be permitted. Subscription without Subscription Rights will not be permitted.
Further information about the Subsequent Offering and the subscription procedures is included in the prospectus prepared for offering of Offer Shares to Eligible Shareholders in the Subsequent Offering. The Prospectus has been registered with the Norwegian Register of Business Enterprises and is available at https://www.sb1markets.no/transaksjoner or https://www.dnb.no/emisjoner. The Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA-prospectus, as defined in section 7-1 of the Norwegian Securities Trading Act.
The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 5 April 2024 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Allocation of the Offer Shares in the Subsequent Offering is expected to take place on or about 5 April 2024 and information about the allocation is expected to be made available for investors on or about 8 April 2024 from 10:00 (CEST).
The payment date for the Offer Shares is on or about 10 April 2024. Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, and subject to registration of the capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises, the delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about 18 April 2024.
The Offer Shares are expected to commence trading on Euronext Growth Oslo on or about 18 April 2024, but not before the Company has published a stock exchange announcement that the share capital increase pertaining to the Offer Shares has been registered with the Norwegian Register of Business Enterprises.
All persons or entities holding shares in the Company or Subscription Rights through financial intermediaries (e.g., brokers, custodians and nominees) should read section 4.11.6 (Financial intermediaries) of the Prospectus. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder.
DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS are acting as managers ("Managers") in the Subsequent Offering. Advokatfirma DLA Piper Norway DA is acting as legal advisor to the Company in relation to the Subsequent Offering.
For more information, please contact:
Andreas Niss, CEO Elektroimportøren AS +47 934 67 067
Jørgen Wist, CFO Elektroimportøren AS +47 959 34 619
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
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, Australia, Canada, Japan, The Hong Kong Special Administrative Region of the People's Republic of China, South Africa 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 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. This announcement is not an offer for sale of securities in the United States. 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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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 announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. They will not regard any other person as their respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Subsequent Offering or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" 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 could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.