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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 01:09:44
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UNLAWFUL.

AutoStore Holdings Ltd. - Bookbuilding successfully completed - Final offer
price set at NOK 31 per share

Nedre Vats, 20 October 2021. AutoStore Holdings Ltd. ("AutoStore" or the
"Company", OSE ticker code "AUTO") announces the successful completion of its
initial public offering (the "IPO" or the "Offering"). Reference is also made to
the announcements by AutoStore on 8 October 2021, 11 October 2021 and 18 October
2021 (the "Announcements") regarding the IPO.

In summary:
o The shares in the Offering have been priced at NOK 31 per share (the "Offer
Price"). This price implies a market capitalization of AutoStore of
approximately NOK 103.5 billion.

o AutoStore will sell 87,096,774 treasury shares in connection with the Offering
(the "New Shares"), raising an amount of NOK 2.7 billion.

o Funds/companies owned, managed or advised by Thomas H. Lee Partners ("THL")
will sell a total of 429,711,244 shares in the Offering, thus retaining an
ownership of approximately 36.21% in AutoStore following the Offering, EQT will
through Terminator Holding S.à r.l. sell a total of 47,003,538 shares in the
Offering, thus retaining an ownership of approximately 3.96% in AutoStore
following the Offering, Automate Investment AS and Automate Investment II AS
(being the current holding company of employee shareholders) will sell a total
of 2,869,972 shares in the Offering, thus retaining an ownership of
approximately 2.01% in AutoStore following the Offering (all provided that the
greenshoe option granted to the Managers (as defined below) and further
described below is not exercised).

o In addition to the selling shareholders mentioned above, in total 25 option
holders (being employees and a former board member) will exercise a pro rata
portion of their vested options equal to the pro-rata portion of shares sold by
THL in the Offering (which will equal a total of 18,075,162 shares being
delivered), and will sell a total of 13,811,567 shares received upon exercise of
the options in the Offering in order to each retain exposure equal to 50% of the
net proceeds after tax.

o The Managers have further over-allotted 87,073,964 shares, representing
approximately 15% of the number of shares sold in the Offering before
over-allotments, and exercised their option to borrow an equal number of shares
from THL, EQT (through Terminator Holding S.à r.l.), Automate Investment AS and
Automate Investment II AS and the Company for the purposes of covering the
over-allotments.

o After completion of the Offering, the free float of AutoStore will be
approximately 17.4%, assuming no exercise of the greenshoe option (as described
below) and approximately 20.0%, assuming full exercise of the greenshoe option.

o Trading in the shares of AutoStore on the Oslo Stock Exchange will commence on
20 October 2021 on an "if sold" basis (conditional trading), as further
described in the separate stock exchange notice regarding conditional trading to
be published separately.

A total of 667,567,059 shares (including over-allotted shares) were allotted in
the Offering, with 99% of the shares allotted to investors in the institutional
offering and 1% of the shares allotted to approximately 10,000 investors in the
Nordic retail offering.

The authorized share capital of AutoStore is USD 42,500,000, consisting of
4,250,000,000 Shares, each with a par value of USD 0.01, of which 3,428,540,429
shares (including 200,000,000 shares held in treasury) have been validly and
legally issued and fully paid. Following the Company's sale of treasury shares
in the IPO and delivery of shares to the option holders exercising their vested
share options, the number of shares validly and legally issued will be
3,333,712,365 shares (excluding the treasury shares) and the number of treasury
shares will be reduced to 94,828,064 shares.

Notifications of allocated shares and the corresponding amount to be paid by
investors are expected to be communicated to investors on or about 20 October
2021. Investors having access to investor services through their VPS manager
will be able to check the number of shares allocated to them from on or about 20
October 2021. The Managers may also be contacted for information regarding
allocations.

As further described in the prospectus prepared and published by AutoStore dated
8 October 2021, the Selling Shareholders have granted the Managers a greenshoe
option, exercisable by Carnegie AS (the "Stabilization Manager") within 30 days
from the time at which "if sold" trading in the shares commences on the Oslo
Stock Exchange, to cover any short position resulting from the over-allotments
in the Offering following the stabilization period. A separate disclosure will
be issued by the Stabilization Manager regarding the over-allotment and
stabilization activities.

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.

DISCLOSURE REGULATION
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.

The stock exchange announcement was published by the contact person, at the date
and time as set out above.

CONTACTS
* Bent M. Skisaker, Chief Financial Officer, +47 46 82 16 93,
bent.skisaker@autostoresystem.com

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