NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
(2025-11-25) Reference is made to the stock exchange announcement made by Kitron
ASA (the "Company") on 25 November 2025 regarding a contemplated private
placement of up to 17,000,000 new ordinary shares in the Company ("Offer
Shares") by way of an accelerated bookbuilding process (the "Private
Placement").
The Company is pleased to announce that the Private Placement has been
successfully placed.
The Company has allocated 17,000,000 Offer Shares in the Private Placement, each
at an offer price of NOK 57.25 (the "Offer Price"), raising approx. NOK 973.25
million in gross proceeds.
Approx. NOK 814 million of the net proceeds from the Private Placement will be
used to finance the cash consideration to be paid in the acquisition of
DeltaNordic AB (the "Acquisition"), as announced by the Company on 19 November
2025. The excess net proceeds will be used for general corporate purposes and to
strengthen the Company's balance sheet for further strategic opportunities. If
the Acquisition for any reason is not completed as planned or at all following
completion of the Private Placement, all of the net proceeds from the Private
Placement will be used for general corporate purposes and to strengthen the
Company's balance sheet for further strategic opportunities. Please see the
investor presentation released in connection with the Acquisition for additional
information.
The Offer Shares will be issued based on the existing board authorisation to
issue new shares (the "Board Authorisation") granted by the Company's annual
general meeting held on 24 April 2025. Based on the Board Authorisation, the
board of directors has resolved to issue the 17,000,000 Offer Shares, all of
which will be subscribed by Nordea Bank Abp, filial i Norge AS, DNB Carnegie, a
part of DNB Bank ASA and Pareto Securities AS (collectively, the "Managers")
and, once issued, will be delivered to the subscribers allocated Offer Shares in
the Private Placement.
Notifications of allocation of Offer Shares and payment instructions are
expected to be distributed to the applicants through a notification from the
Managers on 26 November 2025 before 09:00 CET.
Settlement of the Private Placement will be made on a delivery versus payment
basis ("DVP"). The DVP settlement will be facilitated by a pre-funding agreement
entered into between the Company and the Managers (the "Pre-Payment Agreement").
The Offer Shares allocated to applicants in the Private Placement will be
tradable after the announcement by the Company that the share capital increase
pertaining to the Private Placement has been registered with the Norwegian
Register of Business Enterprises (the "NRBE"), which is expected on or about 27
November 2025 (T+1). Settlement is expected to take place on or about 28
November 2025 (T+2) on a DVP basis.
Completion of the Private Placement by delivery of Offer Shares to investors is
still conditional upon (i) the Pre-Payment Agreement remaining in full force and
effect, and (ii) the share capital increase pertaining to the issuance of the
allocated Offer Shares being validly registered with the NRBE and the allocated
Offer Shares being validly issued and registered in the Norwegian Central
Securities Depository Euronext Securities Oslo ("VPS").
Following registration of the share capital increases pertaining to the Private
Placement with the NRBE, the Company will have a share capital of NOK
21,640,285.90 divided into 216,402,859 shares, each with a nominal value of NOK
0.10.
Equal treatment considerations and potential subsequent offering
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act and the Norwegian Securities Trading
Act. The Board is of the view that it will be in the common interest of the
Company and its shareholders to raise equity through a private placement, in
particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement will not result in a significant
dilution of existing shareholders and that is based on a publicly announced
accelerated bookbuilding process. On this basis, the Board has considered the
proposed transaction structure and the Private Placement to be in the common
interest of the Company and its shareholders.
The Board has considered a potential subsequent offering following the Private
Placement and concluded not to propose to carry out a subsequent offering
directed towards shareholders who did not participate, nor were wall crossed in
the Private Placement. The decision is primarily based on the limited dilution
for the non-participating shareholders caused by the Private Placement
representing 8.5% new shares as well as the pricing in the Private Placement
being set at a modest discount to the last closing price on Euronext Oslo Børs
25.11.2025 at ~4.9%.
The following persons discharging managerial responsibilities ("Primary
Insiders") and close associates were allocated Offer Shares in the Private
Placement:
* Cathrin Nylander, CFO of the Company, was allocated 20,695 Offer Shares;
* Peter Nilsson, CEO of the Company, was allocated 20,695 Offer Shares;
* Petra Grandinson, board member of the Company, was allocated 10,347 Offer
Shares;
* Malfrid Brath, board member of the Company, was allocated 10,347 Offer
Shares;
* Gyrid Skalleberg Ingerø, board member of the Company, was allocated 10,347
Offer Shares;
A stock exchange announcement on transactions carried out by Primary Insiders
and close associates in accordance with the market abuse regulation will be
published separately.
Nordea Bank Abp, filial i Norge AS is acting as Sole Global Coordinator and
Joint Bookrunner for the Private Placement and DNB Carnegie, a part of DNB Bank
ASA, and Pareto Securities AS as Joint Bookrunners. Advokatfirmaet Selmer AS is
acting as legal advisor to the Company.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 948 40 850
Cathrin Nylander, CFO, tel.: +47 900 43 284
Email: investorrelations@kitron.com
Kitron is a leading Scandinavian electronics manufacturing services company for
the Connectivity, Electrification, Industry, Medical devices and
Defence/Aerospace sectors. The group has operations located in Norway, Sweden,
Denmark, Lithuania, Germany, Poland, the Czech Republic, India, Malaysia, China
and the United States. Kitron has about 2 400 employees, and revenues were EUR
647 million in 2024.
www.kitron.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Cathrin Nylander, CFO of Kitron ASA, at
the time and date stated above in this announcement.
Important Information
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. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.
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, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (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 (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 for
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.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
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", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation 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 announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability for the contents of this announcement or any matters
referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. 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. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
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.