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
As previously announced, Kongsberg Gruppen ASA (the "Company") will carry out an underwritten rights issue (the "Rights Issue") of 59,990,065 new shares in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 4.997 billion. The subscription period will commence today.
Allocation of subscription rights:
The shareholders of the Company as of 2 November 2018 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 6 November 2018 pursuant to the two days' settlement procedure (the "Record Date")) (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).
Each Existing Shareholder have been granted one (1) Subscription Rights for every second (2) existing share registered as held by such Existing 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 offer share. Over-subscription and subscription without Subscription Rights is permitted.
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 19 "Selling and Transfer Restrictions" in the Prospectus.
Subscription period:
The subscription period will commence today on 7 November 2018 and expire at 16:30 hours CET on 21 November 2018.
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 7 November 2018 to 16:30 hours CET on 19 November 2018 under the ticker code "KOG T". The Subscription Rights will hence only be tradable during part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 16:30 CET on 19 November 2018 will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 18.20 "Dilution" of the Prospectus.
Subscription price:
NOK 83.30 per offer share.
Subscription procedure:
In order to subscribe for Offer Shares, investors need to complete the subscription form, and submit it to one of the subscription offices as set out in the Prospectus by 16:30 hours (CET) on 21 November 2018. Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the subscription form for the Rights Issue may be downloaded from www.kongsberg.com/en/kog/investorrelations/, www.arctic.com/secno, www.danskebank.no/kog or www.dnb.no/emisjoner.
A hard copy of the Prospectus and the subscription form may be obtained from Arctic Securities, Haakon VII's gate 5, N-0123 Oslo, Norway, tel.: +47 21 01 30 40, Danske Bank, Bryggetorget 4, N-0107 Oslo, Norway, tel: +47 85 40 55 00, or DNB Markets, Dronning Eufemias gate 30, N-0021 Oslo, Norway, tel.: +47 23 26 81 01.
Hard copies of the Prospectus and the subscription form will also be available at the following Kongsberg offices from tomorrow: Kongsberg Gruppen in Kongsberg (Kirkegårdsveien 45 in the main reception and Carpus), Kongsberg Satellite Services in Tromsø (Prestvannvegen 38), Kongsberg Maritime in Horten (Bekkajordet 8a and Strandpromenaden 50) and in Ranheim (Skonnertveien 1) and at the offices of Arendals Fossekompani in Arendal (Landbryggen 9).
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.kongsberg.com/en/kog/investorrelations/, www.arctic.com/secno, www.danskebank.no/kog and www.dnb.no/emisjoner which will redirect the subscriber to the VPS online subscription system).
Pre-commitments and the underwriting:
The Norwegian Parliament has approved that the Norwegian Government, represented by the Ministry of Trade, Industry and Fisheries, participates in the Rights Issue on a pro rata basis. The approximately 50% of the Rights Issue that does not relate to shares owned by the Norwegian Government is underwritten by Danske Bank A/S, Norwegian Branch and DNB Markets, a part of DNB Bank ASA (the "Bank Underwriters") and the pre-committing shareholders as further defined in the Prospectus.
The underwriting is governed by an underwriting agreement dated 5 July 2018, as amended by a pricing supplement dated 1 November 2018 (the "Underwriting Agreement").
Pursuant to the Underwriting Agreement, the Bank Underwriters have agreed, severally and not jointly, on the terms and conditions set out in the Underwriting Agreement, to underwrite an aggregate amount of NOK 1,502,288,260.90 in the Rights Issue, which is equal to the gross proceeds of the Rights Issue, less (i) the portion of the Rights Issue to be subscribed for by the Ministry of Trade, Industry and Fisheries and (ii) the portion of the Rights Issue which the pre-committing shareholders have agreed to subscribe for.
Each Bank Underwriter's obligation to subscribe and pay for the unsubscribed Shares is subject to the satisfaction or waiver of inter alia the following conditions: (i) the subscription of shares by The Ministry of Trade, Industry and Fisheries and the pre-committing shareholders, (ii) no underwriting commitments shall have been rightfully withdrawn, (iii) no change, event, effect, or condition shall have occurred that has or would have, individually or in the aggregate, an effect on the current or future business, assets, liabilities, liquidity, solvency or funding position or condition (financial or otherwise) or results of the Company and its subsidiaries taken as a whole, which in the good faith opinion of the Bank Underwriters is so material and adverse as to make it impracticable or inadvisable to proceed with the Rights Issue or the delivery of the Offer Shares on the terms and in the manner contemplated in the Prospectus, and (iv) no termination right being exercised by the Bank Underwriters.
Prior to the subscription for the unsubscribed shares, the Bank Underwriters may jointly terminate the Underwriting Agreement in the event: (i) that the Company is in material breach of the Underwriting Agreement; or (ii) of a force majeure event (as defined by the Underwriting Agreement) which, in the good faith opinion of the Bank Underwriters, is material and makes it impracticable or inadvisable to proceed with the Rights Issue or the underwriting of the offer shares or materially and adversely affects dealings in the Offer Shares following the payment date for the Rights Issue; or (iii) of the disclosure by the Company of any new, significant information, which in the good faith opinion of the Bank Underwriters is (singly or in aggregate) so material in the context of the Rights Issue or the underwriting of the Offer Shares as to make it impracticable or inadvisable to proceed with the Rights Issue or the underwriting of the Offer Shares.
Should the Underwriting Agreement be terminated, the Bank Underwriters will no longer be obliged to subscribe for unsubscribed Offer Shares, and the Right Issue will in such case lapse if there are unsubscribed Offer Shares at the end of the Subscription Period.
See further information regarding the Underwriting in Section 18.21 "The Underwriting" of the Prospectus which, subject to regulatory restrictions in certain jurisdictions, may be downloaded from www.kongsberg.com/en/kog/investorrelations/, www.arctic.com/secno, www.danskebank.no/kog or www.dnb.no/emisjoner.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 November 2018 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day. The Offer Shares are expected to be tradable on the Oslo Stock Exchange from and including 29 November 2018.
For further information, please contact:
Ronny Lie, VP Corporate Communication, Kongsberg Gruppen ASA, Tel.: +47 916 10 798.
Jan Erik Hoff, VP Investor Relations, Kongsberg Gruppen ASA, Tel.: +47 991 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.