NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement dated 12 October 2018 regarding the proposed underwritten rights issue (the "Rights Issue") in Kongsberg Gruppen ASA (the "Company") which is subject to approval by the extraordinary general meeting of the Company to be held at 14:00 (CET) tomorrow (2 November 2018) at Thon Hotel Vika Atrium in Oslo, Norway.
The Board of Directors of the Company has today, based on recommendations from Arctic Securities AS, Danske Bank A/S, Norwegian Branch and DNB Markets, a part of DNB Bank ASA (acting as Joint Global Coordinators for the Rights Issue) determined the proposed subscription price for the new shares to be issued in the Rights Issue, the number of new shares and the amount of the share capital increase as follows:
- The share capital of the Company is proposed to be increased by NOK 74,987,581.25 through the issuance of 59,990,065 new shares (the "Offer Shares"), representing a ratio of one (1) Offer Share per two existing shares (excluding shares held in treasury by the Company).
- The subscription price is proposed to be NOK 83.30 per Offer Share, representing a discount of approximately 30.7% to the theoretical share price exclusive of the subscription rights (TERP) based on the Company's closing share price on the Oslo Stock Exchange of NOK 138.60 on 31 October 2018.
- The Rights Issue will result in gross proceeds to the Company of approximately NOK 4.997 billion.
Each existing shareholder will be granted one subscription right for every two shares registered as held by the shareholder on 6 November 2018 (the record date). The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue.
The proposal to increase the share capital as included in the notice of the extraordinary general meeting of the Company will be adjusted to reflect the subscription price elements set out above. For further information on the Rights Issue, see the notice of the extraordinary general meeting available on www.kongsberg.com.
The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to take place from 7 November 2018 to 21 November 2018 at 16:30 CET.
Arctic Securities AS, Danske Bank A/S, Norwegian Branch and DNB Markets, a part of DNB Bank ASA are acting as joint global coordinators for the Right Issue. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company. Advokatfirmaet BAHR AS is acting as legal counsel to the joint global coordinators.
For further information, please contact:
Ronny Lie, VP Corporate Communication, Kongsberg Gruppen ASA, Tel.: 916 10 798.
Jan Erik Hoff, VP Investor Relations, Kongsberg Gruppen ASA, Tel.: 991 11 916.
KONGSBERG (OSE-ticker: KOG) is an international, knowledge-based group delivering high technology systems and solutions to clients within the oil and gas industry, merchant marine, defence and aerospace. KONGSBERG has 7 000 employees located in more than 25 countries and total revenues of NOK 14.5 billion in 2017. Follow us on Twitter: @kongsbergasa.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. 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.