Arribatec Solutions ASA: Contemplated private placement <br />
<br />
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART 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. <br />
<br />
Arribatec Solutions ASA ("Arribatec" or the "Company") has retained and Carnegie
AS as Bookrunner (the "Manager") to advise on and effect an undocumented private
placement of up to 50,000,000 new shares directed towards Norwegian and
international investors after the close of Oslo Stock Exchange today (the
"Private Placement"), representing approximately 14% of the outstanding capital
of the Company.<br />
<br />
The net proceeds of the Private Placement will be used to pursue further growth
initiatives, including both organic growth and M&A, as well as general corporate
purposes.<br />
<br />
The book-building period for the Private Placement opens today at 16:30 CET and
closes 4 December 2020 at 08:00 CET. The Manager and the Company may, however,
at any time resolve to close or extend the book-building period, or cancel the
Private Placement, at their sole discretion and on short notice. <br />
<br />
Tycoon Industrier AS has pre-committed to subscribe for shares in the Private
Placement for an amount of NOK 15 million. CEO Per Ronny Stav and related
parties have pre-committed to subscribe for a total of 150,000 shares in the
Private Placement. <br />
<br />
The indicative price in the Private Placement is NOK 2.20. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Company may however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available.<br />
<br />
Offer Shares will be settled on a delivery-versus-payment basis with existing
and unencumbered shares in the Company that are already listed and tradeable on
the Oslo Stock Exchange, pursuant to a share-lending agreement. The share loan
will be settled with new shares in the Company which will be resolved issued by
the board based on an authorization granted by the Extraordinary General Meeting
held on 20 November 2020.<br />
<br />
The Company's board of directors has considered alternative structures for the
raising of new equity. The Company's board of directors is of the view that it
will be in the mutual interest of the Company and its shareholders to raise
equity through a private placement setting aside the pre-emptive rights of the
shareholders. By structuring the transaction as a private placement, the Company
will be in a position to raise capital in an efficient manner, with a lower
discount to the current trading price and with significantly lower risks
compared to a rights issue. <br />
<br />
Carnegie AS is acting as Sole Bookrunner in the Private Placement. <br />
<br />
For more information, please contact: <br />
<br />
Ranveig Strand, interim CFO, Arribatec Solutions ASA <br />
Telephone: +47 405 10 727| Ranveig@ferncliff.no<br />
Carnegie AS, Manager<br />
Telephone: +47 22 00 93 40<br />
<br />
Important information <br />
<br />
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. <br />
<br />
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. <br />
<br />
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. <br />
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.