Following an unsolicited offer from one of Kongsberg Automotive's biggest
shareholders to inject capital into the company, Kongsberg Automotive ASA ("KA"
or the "Company") has on 27 June 2018 successfully completed a private placement
(the "Private Placement") raising NOK 386,4 million in gross proceeds through
the subscription of 40.676.813 new shares (the "New Shares"), each of nominal
value NOK 0,50, representing about 10% of the Company's existing share capital.
The subscription price per share in the Private Placement was NOK 9,50 per
share, which is 3,2 % above the closing trading price of the Company's shares on
Oslo Børs on 27 June, 2018. The subscription price represents a premium of 5,6%
compared to the closing price on 26 June, 2018 when the KA board of directors
(the "Board") decided to make the same offer available to all of its largest
shareholders.
The New Shares have been subscribed by a limited group of existing shareholders.
The Private Placement was conducted in compliance with applicable exemptions
from relevant prospectus, filing and registration requirements.
Through this capital increase, at a premium, KA's biggest shareholders continue
to demonstrate strong support for the new and improving KA, which is very much
recognized and appreciated by the Company.
The capital increase enables the company to strengthen its balance sheet, reduce
its debt ratio, and provides financial flexibility. Recently, the Company has
won significantly more new business than in previous periods. This capital
increase will help support this strong organic growth and other strategic
initiatives.
Payment Date for the New Shares is 2 July 2018. Subject to full and timely
payment being received for the New Shares, registration of the share capital
increase pertaining the New Shares with the Norwegian Register of Business
Enterprises is expected to take place on or about 6 July 2018. Delivery of the
New Shares is expected to take place immediately after the registration of the
share capital increase with the Norwegian Register of Business Enterprises. The
New Shares will be made available for trading on Oslo Børs under the Company's
existing ISIN upon delivery pursuant to an exemption from the obligation to
publish a listing prospectus.
After registration of the share capital increase pertaining to the New Shares
with the Norwegian Register of Business Enterprises, the Company will have a
share capital of NOK 223.722.472 divided into 447.444.944 shares, each with a
nominal value of NOK 0,50.
The Private Placement was resolved by the Board pursuant to the authorisation
granted by the annual general meeting on 5 June 2018 (resolution 13.1). The
Board considered different transaction alternatives and assessed the Private
Placement in light of the equal treatment principles under the Norwegian
Securities Trading Act, Oslo Børs' Continuing Obligations of Stock Exchange
listed Companies and Oslo Børs' Circular no. 2/2014. The Board considers the
Private Placement to be in compliance with these requirements and in the common
interest of the Company and its shareholders. In reaching this conclusion, the
Board has emphasised that the subscription price is above the last trading price
of the shares and that the Private Placement provides for low transaction risk
and low costs compared to alternative transaction models. The Board has further
considered the transaction size, the dilutive effect of the share issue and the
investor interest in the transaction. The Board has based on the same
considerations concluded that no subsequent offering will be conducted.
The Company retained SpareBank 1 Markets AS as manager for the Private
Placement.
About Kongsberg Automotive:
Kongsberg Automotive provides world-class products to the global vehicle
industry. Our products enhance the driving experience, making it safer, more
comfortable and sustainable. With revenues of approx. EUR 1,1 billion and
approximately 10.500 employees in 18 countries, KA is truly a global supplier.
The company is headquartered in Zürich, Switzerland and has more than 25
production facilities worldwide. The KA product portfolio includes seat comfort
systems, driver and motion control systems, fluid assemblies, and industrial
driver interface products developed for global vehicle manufacturers. Find more
information at www.kongsbergautomotive.com.
For more information, please contact:
Kongsberg Automotive Corporate Communications:
Marcus von Pock Communications +41 43 508 94 93
Hallstein Kvam Oma Investor relations +41 43 508 89 63
- IMPORTANT INFORMATION -
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan, Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). This release is an announcement issued
pursuant to legal information obligations, and is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
It is issued for information purposes only, and does not constitute or form part
of any offer or solicitation to purchase or subscribe for securities, in the
United States or in any other jurisdiction. The securities mentioned herein have
not been, and will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act"). The securities may not be offered or
sold in the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. 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
Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assumes 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.
The Manager is acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
for providing advice in relation to the Private Placement and/or any other
matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company's
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.