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Beskrivning

LandNorge
ListaOB Match
SektorIndustri
IndustriIndustriprodukter
Autostore är verksamma inom lagerautomation. Bolaget tillhandahåller robot- och programvaruteknologi inom kubförvaring. Kunderna finns inom bland annat e-handel, detaljhandel och logistik. Utöver huvudverksamheten erbjuder bolaget reservdelar och konsulttjänster. Bolaget är verksamma på en global nivå. AutoStore grundades 1996 och har sitt huvudkontor i Norge.
2021-10-20 07:30:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR THE UNITED
STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

AutoStore Holdings Ltd. - Announcement on conditional trading in the shares of
AutoStore Holdings Ltd. from 20 October 2021

Nedre Vats, 20 October 2021. Trading in the shares of AutoStore Holdings Ltd.
("AutoStore" or the "Company", OSE ticker code "AUTO") on the Oslo Stock
Exchange will commence on an "if sold" basis today, 20 October 2021, while
unconditional trading in the shares is expected to commence on 22 October 2021
at 09:00 (CEST). In the period from 20 October 2021 to and including 21 October
2021 at 17:00 (CEST), all trading in the shares of AutoStore will be conditional
upon (i) the force majeure events listed below not occurring and (ii) no
termination of the underwriting agreement upon a default by a Manager or several
Managers (defined below) as described below. Terms not defined herein shall have
the meaning set forth in the prospectus issued by the Company and dated 8
October 2021 (the "Prospectus").

The Managers have the right to terminate the underwriting agreement prior to
17:00 (CEST) on 21 October 2021, on the basis of force majeure if the following
events occur:

1) a suspension or material limitation in trading in securities generally on the
Exchange, the New York Stock Exchange, the NASDAQ Global Market or the London
Stock Exchange,

2) a general moratorium on commercial banking activities declared by the
federal, state or local regulatory authorities of Norway, Bermuda, the United
Kingdom or the United States, or a material disruption in commercial banking or
securities settlement or clearance services in Norway, Bermuda, the United
Kingdom, or the United States,

3) an outbreak or escalation of hostilities or acts of terrorism involving
Norway, Bermuda, the United Kingdom or the United States or a declaration by
Norway, Bermuda, the United Kingdom or the United States of a national emergency
or war, or

4) any other calamity or crisis or any Material Adverse Change in financial,
political or economic conditions in Norway, Bermuda, the United Kingdom or the
United States,

if the effect of any such event specified in items (i) through (iv) above makes
it impossible, in the judgment of the Joint Global Coordinators acting jointly
in good faith after consultation with the Company and the Selling Shareholders,
taking into account general market conditions as a result of such events and the
interest of investors in the Offer Shares, to proceed with the marketing, sale
or delivery of the Offer Shares on the terms and in the manner contemplated in
the Prospectus.

Further, the Underwriting Agreement may terminate if prior to 17:00 (CEST) on 21
October 2021, (i) a Manager (or Managers) fails to procure subscribers or
purchasers for or to subscribe or purchase the number of Offer Shares that it or
they are obliged to purchase under the Underwriting Agreement, and (ii) the
aggregate number of such Offer Shares exceeds 10% of the total number of Offer
Shares which all Managers are obligated to purchase under the Underwriting
Agreement and (iii) arrangements satisfactory to the Managers, the Company and
Selling Shareholders for the purchase of such Offer Shares are not made prior to
such time.

The Managers may not invoke the termination provisions after 17:00 (CEST) on 21
October 2021.

Should the underwriting agreement be terminated, any trades in the shares of the
Company carried out in the conditional period including clearing transactions,
and, as the case may be, any settlement and settlement transactions made for
trading in the shares, will be cancelled. In such case, any payments for the
shares will be returned.

Investors wanting to trade in their allocated shares through an internet account
prior to commencement of the unconditional trading may be prevented form such
trading until the shares are registered on the investors' VPS account following
settlement of the Offering. Investors wanting to trade in their allocated shares
through an internet account prior to commencement of unconditional trading are
therefore urged to confirm the possibility of this with their own account
operator.

Anyone who trades in the shares of the Company during the period of conditional
trading (i.e. from and including 20 October 2021 to 21 October 2021 at 17:00
(CEST)) must be informed that the trade is subject to the underwriting agreement
not being terminated by the Managers for the reasons described above, and that
any trades in such shares carried out in this period may be cancelled. In such
case, any payments for the shares will be returned without interest or other
compensation. This regards any trade in shares of the Company, regardless of
whether it is existing shares or new shares, and regardless whether the trades
are done over the stock exchange. All dealings in the shares prior to settlement
and delivery are at the sole risk of the parties concerned.

Carnegie AS, J.P. Morgan AG, and Morgan Stanley & Co. International plc are
acting as joint global coordinators and joint bookrunners in the Offering
(together, the "Joint Global Coordinators"). ABG Sundal Collier ASA, Citigroup
Global Markets Limited and Jefferies GmbH are acting as joint bookrunners in the
Offering (together with the Joint Global Coordinators, the "Joint Bookrunners").
Mizuho Securities Europe GmbH and SpareBank 1 Markets AS are acting as co-lead
managers (together with the Joint Global Coordinators and the Joint Bookrunners,
the "Managers"). Moelis & Company UK LLP is acting as Financial Advisor in
relation to the IPO (the "Financial Advisor").

Advokatfirmaet Thommessen AS is acting as the Norwegian legal counsel to the
Company. Kirkland & Ellis International LLP is acting as international legal
counsel to the Company. Walkers (Bermuda) Limited is acting as Bermuda legal
counsel to the Company. Advokatfirmaet Wiersholm AS is acting as Norwegian legal
counsel to the Managers. Milbank LLP is acting as international legal counsel to
the Managers.

For further queries, please contact:
AutoStore Investor Relations:
Bent M. Skisaker, Chief Financial Officer
+47 46 82 16 93
bent.skisaker@autostoresystem.com

AutoStore Norwegian media:
Geir Bjørlo
+47 91 54 00 00
geir.bjorlo@corpcom.no

AutoStore International media:
Oscar Karlsson
+46 709 62 78 42
okarlsson@brunswickgroup.com

About AutoStore
AutoStore is an innovative robotic and software technology company, and a
pioneer of cubic storage automation. The group operates in the rapidly growing
warehouse automation industry, and in the even faster growing cube storage
segment. AutoStore develops warehouse solutions for the future and helps its
customers to enable space saving and increase performance, while reducing labor
and energy costs. For more information about AutoStore, see
www.autostoresystem.com.

Important Notice
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.
AutoStore Holdings Ltd. (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.

It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions.

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 Norway, Sweden,
Denmark and Finland, 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 joint
global coordinators 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 authorised, nor do they authorise, 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 authorised, nor do they authorise, 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 Managers and the Financial Advisor 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 and the
Financial Advisor are acting exclusively for AutoStore and no-one else in
connection with the IPO and will not regard any other person as their client in
relation to the IPO and will not be responsible to anyone other than AutoStore
for providing the protections afforded to their clients.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation. Investors should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned prospectus. Copies of any
such prospectus is available from the Company's registered office and, subject
to certain exceptions, on the website of the Company.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II