Beskrivning
Land | USA |
---|---|
Lista | OB Match |
Sektor | Handel & varor |
Industri | Dagligvaror |
2024-09-20 07:00:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Miami, FL, 20 September 2024
Reference is made to previous stock exchange announcements from Atlantic
Sapphire ASA ("Atlantic Sapphire" or the "Company", and together with its
consolidated subsidiaries, the "Group") regarding a partially underwritten
rights issue of up to 6,844,800,000 new shares (the "Offer Shares") with
preferential subscription rights for existing shareholders, to raise gross
proceeds of up to the NOK-equivalent of USD 64 million (the "Rights Issue"), of
which an underwriting consortium has agreed to underwrite subscription of new
shares for gross proceeds of the NOK-equivalent to USD 60 million. In addition,
the Company will issue up to 7,700,400,000 warrants to subscribers in the Rights
Issue, the Underwriters (as defined below), and lenders in the convertible loan
resolved to be issued by the Company, as further described below (the
"Warrants"). Subsequent exercise of Warrants will increase the gross proceeds to
the Company.
The subscription period in the Rights Issue starts today, 20 September 2024, at
09:00 hours (CEST). Certain information about the Rights Issue is set out below.
The complete terms and conditions of the Rights Issue are set out in the
Prospectus (as defined below).
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as managers
for the Rights Issue (the "Managers").
Allocation and grant of Subscription Rights and Warrants
The holders of the Company's shares as of 17 September 2024, as registered with
Euronext Securities Oslo, the Norwegian Central Securities Depository (the
"VPS") as of the expiry of 19 September 2024 (the "Record Date") (the "Existing
Shareholders"), will be granted transferable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares in the Rights Issue at the
subscription price of NOK 0.10 (the "Subscription Price").
Each Existing Shareholder has been granted 61.0552 Subscription Rights for every
one existing share registered as held by such Existing Shareholder as of the
Record Date. The aggregate number of Subscription Rights granted to each
Existing Shareholder as of the Record Date will be rounded down to the nearest
whole Subscription Right. The Subscription Rights will be distributed free of
charge to the Existing Shareholders' VPS accounts.
Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for and be allocated, one Offer Share. Oversubscription and
subscription without Subscription Rights will be permitted, however, there can
be no assurance that Offer Shares will be allocated for such subscriptions.
The subscribers in the Rights Issue will be allocated 0.5 Warrant issued by the
Company for every one Offer Share allocated and paid for in the Rights Issue.
Each whole Warrant will, subject to applicable law, give the holder the right to
subscribe for one new share in the Company, by payment of an exercise price as
described below. The Warrants will be granted free of charge. Over-subscription
of Warrants is not permitted. In addition, the Company will issue 0.5 Warrant to
each Underwriter for every one Offer Share that the Underwriter has guaranteed
subscription for in the Rights Issue (rounded down to the nearest whole number
of Warrants), and 0.5 Warrant to each of Condire and Nordlaks for each share
that would have been allocated to them had the funds in the convertible loan
(approved by the Company's extraordinary general meeting held on 17 September
2024, the "Convertible Loan") instead been subscribed in the Rights Issue
(rounded down to the nearest whole number of Warrants).
The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Warrants by persons resident in, or who are citizens of countries
other than Norway, may be affected by laws of the relevant jurisdiction. No
Offer Shares, Subscription Rights or Warrants will be offered or sold in the
United States, except in reliance on an exemption from the registration
requirements of the U.S. Securities Act. For a further description of such
restrictions, please refer to Section 11.8 "Subscription Rights" and Section 12
"Selling and Transfer Restrictions" of the prospectus prepared by the Company
dated 19 September 2024 (the "Prospectus"). The Prospectus is, subject to
applicable local securities laws, available at the websites of