NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 25 February 2015
Reference is made to the stock exchange notice published on 24 February 2015.
Asetek A/S (the "Company", ticker "ASETEK") today announces that it has raised
NOK 100 million in gross proceeds through a private placement of 10,000,000 new
shares (the "Offer Shares"), each with a par value of DKK 0.10, at a price of
NOK 10.00 per share (the "Private Placement").
The Private Placement took place through an accelerated bookbuilding process
managed by Arctic Securities AS and Carnegie AS as Joint Bookrunners after close
of markets yesterday.
The net proceeds from the Private Placement will be used to i) prepare for data
center product launches and volume ramp-up during H2 2015 and 2016, including
optimization of manufacturing processes and capabilities; ii) strengthen data
center business development infrastructure in order to continue to accelerate
further OEM adoption; and iii) strengthen the balance sheet in order to support
further partnering with Tier 1 OEMs.
The completion of the Private Placement is conditional upon approval by an
extraordinary general meeting of the Company, expected to be held on or about 19
March 2015 (the "EGM"). Notification of conditional allotment for the Private
Placement will be sent to the applicants today through a notification to be
issued by the Joint Bookrunners. The Offer Shares will be settled through
delivery versus payment immediately after the registration of the share capital
increase following the EGM. Admission to listing and trading of the Offer Shares
on the Oslo Stock Exchange is subject to the approval of the Prospectus by the
Financial Supervisory Authority of Norway, which is expected on or about 24
March 2015.
The Private Placement was well subscribed at the issue price and was supported
by both existing shareholders as well as new investors. The waiver of the
preferential rights inherent in a private placement with such participation is
considered necessary in the interest of time and in order to ensure the new
equity at favorable terms.
The Board of Directors will propose to the EGM to conduct a subsequent offering
of up to 2,000,000 new shares directed towards the Company's shareholders as of
24 February 2015 (as documented by the shareholder register in the Norwegian
Central Securities Depository (VPS) on 26 February 2015) who were not allocated
shares in the Private Placement (the "Subsequent Offering"). The subscription
price in the Subsequent Offering will be equal to the subscription price in the
Private Placement.
Following registration of the new share capital pertaining to the Private
Placement in the Danish Business Authority, the Company will have 24,881,311
shares outstanding, each with a par value of DKK 0.10.
For further information, please contact:
André S. Eriksen, Chief Executive Officer
Mobile: +45 2125 7076, e-mail: ceo@asetek.com
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan 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
"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
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, exercise, purchase or sale of subscription rights
and the subscription or purchase of shares in the Company are 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. Arctic Securities and Carnegie are acting for the Company and no
one else in connection with the Private Placement and the Subsequent Offering
and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing advice in
relation to the Private Placement and the Subsequent Offering 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.
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