Beskrivning
Land | USA |
---|---|
Lista | OB Match |
Sektor | Handel & varor |
Industri | Dagligvaror |
2024-10-18 07:00:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
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 published by Atlantic
Sapphire ASA ("Atlantic Sapphire" or the "Company") on 15 October 2024 regarding
the registration of new share capital following completion of the rights issue
(the "Rights Issue") of 6,417,000,001 new shares (the "Offer Shares"), and the
registration of the 7,486,500,058 warrants to subscribers in the Rights Issue,
the underwriters, and lenders in the convertible loan issued by the Company (the
"Warrants").
The Company can now announce that the Warrants will become listed and tradable
on the Oslo Stock Exchange on 18 October 2024 under the ticker code "ASAS". The
trading in the Warrants will be halted four trading days before the end of the
last exercise window for the Warrants (being 14 December 2026, as described
below) to facilitate settlement of exercised Warrants. The Warrants will hence
be tradable from 18 October 2024 to 16:30 (CEST) on 8 December 2026.
Of the total 7,486,500,058 Warrants, 3,208,500,000 Warrants were allocated to
subscribers in the Rights Issue, 3,208,500,058 Warrants were allocated to
underwriters in the Rights Issue, and 1,069,500,000 Warrants were allocated to
the lender in the convertible loan.
Each Warrant will give the holder a right to subscribe for one new share in the
Company at an exercise price per Warrant that will vary between NOK 0.115 to NOK
0.13 (subject to various adjustment mechanisms as described in Section 11.27 of
the Prospectus, as defined below), depending on when the Warrants are exercised.
The Warrants may be exercised at various exercise windows, as set out below:
- The first exercise window will be in the first 10 business days of December
2025, at an exercise price of NOK 0.12 per share.
- Thereafter, the Warrants may be exercised in the first 10 business days of
December 2026, at an exercise price of NOK 0.13 per share.
- Warrants may be exercised if the Company carries out a Qualifying Equity Raise
(i.e. one or more equity raises following completion of the Rights Issue, which
in aggregate gives gross proceeds to the Company of at least USD 100 million)
before 14 December 2026. The exercise price upon a Qualifying Equity Raise shall
be NOK 0.115 per share. The exercise will be conditional upon completion of the
Qualifying Equity Raise.
- In the period starting four months after the completion of a Qualifying Equity
Raise and ending on 14 December 2026 (the "Calculation Period"), the Company
shall issue a stock exchange notice if the volume weighted exercise price of the
Company's shares on the Oslo Stock Exchange exceeds 200% of the Warrant exercise
price then in effect over a period of 20 consecutive trading days (where also
trading days prior to the Calculation Period may be included, provided that the
period of 20 consecutive trading days expire in the Calculation Period).
Following such stock exchange notice, the Warrant holders shall have a right to
exercise Warrants, in the subsequent 10 trading days, at either NOK 0.12 per
share (if such stock exchange notice is published within the expiry of the 10
first trading days in December 2025), or at NOK 0.13 per share (if such stock
exchange notice is published after the expiry of the 10 first trading days in
December 2025).
- Following the expiry of the 10 first trading days in December 2026 (i.e. after
14 December 2026), the Warrants may not be exercised and will lapse without
compensation.
- The Warrants must be exercised pursuant to such procedures as indicated by the
Company prior to each exercise window.
The Warrant exercise prices described above are subject to various adjustment
mechanisms as described in Section 11.27 of the Prospectus.
If all Warrants are exercised, the Company expects to raise between
approximately NOK 861 million (if all Warrants are exercised at the lowest
exercise price of NOK 0.115 per share) and approximately NOK 973 million (if all
Warrants are exercised at the highest exercise price of NOK 0.13 per share). In
the event that some Warrants are not exercised, the gross proceeds will be
reduced proportionally to the number of Warrants that are not exercised.
The Warrants are expected to have an economic value if the Company's shares
trade above the relevant Exercise Price (as defined below) for the Warrants
during the relevant exercise periods. If Warrants are exercised, holders of
Warrants who do not exercise their Warrants will experience a dilution of their
shareholding in the Company.
Any Warrants not sold within 16:30 (CEST) on 8 December 2026 or exercised within
16:30 (CEST) on 14 December 2026 will have no value and will lapse without
compensation to the holder.
For more information about the Warrants, please refer to the prospectus dated 19
September 2024 (the "Prospectus"). The Prospectus is, subject to applicable
local securities laws, available at the websites of