Aalborg, 2 May 2023.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcements by Asetek A/S (the
"Company" or "Asetek") on 18 April and 24 April 2023 regarding the start of the
subscription period in the fully underwritten rights issue of 71,166,667 new
shares in the Company (the "New Shares") at a subscription price of NOK 3 per
share, raising gross proceeds of NOK 213,500,001 equivalent to approximately DKK
140 million (the "Rights Issue").
The period for trading in the preemptive rights in the Rights Issue (ticker code
"ASTKT") (the "Preemptive Rights") expires today at 4:30 p.m. (CEST), 2 May
2023.
The subscription period for the New Shares will expire at 4:30 p.m. (CEST) on 8
May 2023.
Preemptive Rights that are not sold before 4:30 p.m. (CEST) today, 2 May 2023,
or used to subscribe for New Shares in the Rights Issue before expiry of the
subscription period on 8 May 2023 at 4:30 p.m. (CEST), will have no value and
will lapse without compensation to the holder.
For more information, please refer to the prospectus dated 18 April 2023,
prepared by the Company in connection with the Rights Issue, which is available
at the website of the Company (https://ir.asetek.com/overview/default.aspx) and
the website of Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and
-offerings).
For further information, please contact:
Peter Dam Madsen, Chief Financial Officer, Mobile: +45 2080 7200, e-mail:
investor.relations@asetek.com
or
David Pangburn, corporate controller, +1 (408) 386-3031, email:
investor.relations@asetek.com
For information about the Rights Issue, please contact the managers:
Carnegie AS, tel +47 22 00 93 60
Skandinaviska Enskilda Banken AB (publ), tel +45 33 28 29 00
About Asetek A/S
Asetek (ASTK.OL), a global leader in mechatronic innovation, is a Danish garage
-to-stock-exchange success story. Founded in 2000, Asetek established its
innovative position as the leading OEM developer and producer of the all-in-one
liquid cooler for all major PC & Enthusiast gaming brands. In 2013, Asetek went
public while expanding into energy-efficient and environmentally friendly
cooling solutions for data centers. In 2021, Asetek introduced its line of
products for next level immersive SimSports gaming experiences. Asetek is
headquartered in Denmark and has operations in China, Taiwan and the United
States.
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc") of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Denmark and Norway,
which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorized, nor
do they authorize, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorized, nor do they authorize, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.
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.
The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Rights Issue
and will not regard any other person as their client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients.
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.
Forward looking statements
This announcement includes forward-looking statements which may include
statements regarding the Company's business strategy, financial condition,
profitability, results of operations and market data, as well as other
statements that are not historical facts. Words such as "believe," "anticipate,"
"plan," "expect," "target," "estimate," "project," "predict," "forecast,"
"guideline," "should," "aim," "continue," "could," "guidance," "may,"
"potential," "will," as well as similar expressions and the negative of such
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying these statements. By their nature, forward
-looking statements are subject to numerous factors, risks and uncertainties
that could cause actual outcomes and results to be materially different from
those projected. Readers are cautioned not to place undue reliance on these
forward-looking statements. Except for any ongoing obligation to disclose
material information as required by the applicable law, the Company does not
have any intention or obligation to publicly update or revise any forward
-looking statements after it distributes this announcement, whether to reflect
any future events or circumstances or otherwise.
This information is published in accordance with the requirements of the
Continuing Obligations.