ARR - Commencement of Subsequent Offering
Oslo, 12 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcements by Arribatec Solutions ASA
("Arribatec" or the "Company") on 4 September 2020 and 8 September 2020,
regarding the acquisition of Arribatec AS, the new share issue of 846,704 shares
in Arribatec AS and the subsequent offering of up to 32,855,000 new shares.
A National Prospectus and a Supplemental Prospectus (collectively, the
"Prospectus") related to the subsequent offering of up to 32,855,000 new shares
(the "Subsequent Offering") and an offering of up to 10,000,000 new shares
directed towards the Company's employees (the "Employee Offering") have been
registered in the Norwegian Register of Business Enterprises.
In the Subsequent Offering, Eligible Shareholders, being shareholders of the
Company as of 5 October 2020 (and being registered as such in the Norwegian
Central Securities Depository ("VPS") on 7 October 2020 (the "Record Date")),
(i) who were not invited to participate in the share issue on 3 September 2020
of 846,704 new shares in Arribatec AS (the "Private Placement"), and (ii) who
are not resident in a jurisdiction where such offering would be unlawful, or for
jurisdictions other than Norway, would require any filing, registration or
similar action, will be granted non-transferable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares at the Subscription Price
(as defined below).
The subscription period in the Subsequent Offering commences today, on 12
November 2020 at 09:00 hours (CET) and will end on 19 November 2020 at 16:30
hours (CET) (the "Subscription Period"). The subscription price in the
Subsequent Offering is NOK 0.94 per Offer Share (the "Subscription Price"),
which represents the same terms as in the Private Placement.
Eligible Shareholders will be granted 1.23545 Subscription Rights for each share
registered as held by such Eligible Shareholder on the Record Date, rounded down
to the nearest whole Subscription Right. Each whole Subscription Right provides
a preferential right to subscribe for, and be allocated, one Offer Share at the
Subscription Price, subject to applicable securities laws. Over-subscription is
permitted, but there can be no assurance of the number of shares that will be
available for allocation pursuant to over-subscription. Subscription without
Subscription Rights will not be permitted.
In order to subscribe for shares, Eligible Shareholders must provide the Manager
(as defined below) with a complete and duly signed subscription form within the
end of the Subscription Period. Norwegian citizens may also subscribe through
the VPS online system. Further instructions regarding the subscription procedure
is available in the Prospectus. The Subscription Rights must be used to
subscribe for Offer Shares in the Subscription Period and before the expiry of
the Subscription Period on 19 November 2020 at 16:30 hours (CET). Subscription
Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET)
on 19 November 2020 will have no value and will lapse without compensation to
Completion of the Subsequent Offering is subject to (i) the Board resolving the
Subsequent Offering and allocating the Offer Shares, (ii) registration of the
capital increase pertaining to the Subsequent Offering with the Norwegian
Register of Business Enterprises, and (iii) registration of the approved
reduction of the par value of the Company's shares to NOK 0.28.
Notifications of allocation in the Subsequent Offering are expected to be issued
on or about 20 November 2020. The due date for payment of allocated Offer Shares
is 24 November 2020. Subject to payment by the subscribers, the delivery of the
Offer Shares to the investors' VPS accounts is expected to take place on or
about 26 November 2020.
The Prospectus will be available electronically on www.carnegie.no or by
contacting the Manager.
Carnegie AS act as manager in the Subsequent Offering (the "Manager").
For further information, please contact:
Ranveig Strand - interim CFO,
Tel.: +47 405 10 727
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 "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 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.
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
providing the protections afforded to their respective clients or 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. This information
is subject to the disclosure requirements pursuant to section 5 -12 of the
Norwegian Securities Trading Act.