Kurs & Likviditet
Beskrivning
Land | Norge |
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Lista | OB Match |
Sektor | Informationsteknik |
Industri | Kommunikation |
2019-06-07 08:29:42
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL As previously announced, Infront ASA (the "Company") will carry out an underwritten rights issue (the "Rights Issue") of 17,331,904 new shares in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 242.6 million. The subscription period will commence today. Allocation of subscription rights: The shareholders of the Company as of 4 June 2019, and being registered as such in the Norwegian Central Securities Depository (VPS) on the expiry of 6 June 2019 (the "Record Date") (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below). Each Existing Shareholder have been granted two (2) Subscription Rights for every third (3) existing shares registered as held by such Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without Subscription Rights is permitted. The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 18 "Selling and Transfer Restrictions" in the prospectus that has been prepared in connection with the Rights Issue (the "Prospectus"). Subscription period: The subscription period will commence today 7 June 2019 and expire at 16:30 hours CEST on 21 June 2019 (the "Subscription Period"). Subscription Rights: The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 7 June 2019 to 16:30 hours CEST on 19 June 2019 under the ticker code "INFRNT T". The Subscription Rights will hence only be tradable during parts of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 16:30 CEST on 19 June 2019 will have no value and will lapse without compensation to the holder. The Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 17.20 "Dilution" in the Prospectus. Subscription price: NOK 14 per offer share. Subscription procedure: In order to subscribe for Offer Shares, investors need to complete the subscription form, and submit it to one of the subscription offices as set out in the Prospectus by 16:30 hours (CEST) on 21 June 2019. Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the subscription form for the Rights Issue may be downloaded from https://www.infrontfinance.com/ir/rights-issue, www.abgsc.no or www.danskebank.no/infront. A hard copy of the Prospectus and the subscription form may be obtained from: • ABG Sundal Collier, Munkedamsveien 45E, NO-0115 Oslo, Norway, tel.: +47 22 01 60 00 • Danske Bank, Norwegian branch, Bryggetorget 4, N-0107 Oslo, tel.: +47 85 40 55 00 Hard copies of the Prospectus and the subscription form will also be available at the Company’s offices at Munkedamsveien 45, Vika Atrium, 0250 Oslo. Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.abgsc.no or www.danskebank.no/infront which will redirect the subscriber to the VPS online subscription system). Pre-commitments and the underwriting: The underwriting is governed by an underwriting agreement dated 11 April 2019, as supplemented by a pricing supplement dated 3 June 2019 (the "Underwriting Agreement"). ABG Sundal Collier ASA and Danske Bank, Norwegian branch are acting as "Principal Underwriters". Pursuant to the Underwriting Agreement, the underwriters have undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the Underwriting Agreement, to underwrite an aggregate amount of up to NOK 202,546,042 in the Rights Issue (the "Total Underwriting Commitment"). Additionally, shareholders in the Company have pre-committed (the "Pre-Committing Shareholders") to subscribe for Offer Shares equal to an aggregate amount of NOK 40,100,614 (the "Pre-Committed Amount"). The Total Underwriting Commitment is equal to the gross proceeds of the Rights Issue, less the Pre-Committed Amount. Each underwriter's obligation to subscribe and pay for the unsubscribed Offer Shares hereunder is subject to the satisfaction or waiver of inter alia the following conditions: (i) The Pre-Committing Shareholders shall have subscribed for at least NOK 40,100,614 of the Rights Issue before the expiry of the Subscription Period. (ii) No underwriting commitments shall have been rightfully withdrawn. (iii) Save as disclosed by the Company on or prior to the date of the Prospectus, no change, event, effect, or condition shall have occurred that has or would have, individually or in the aggregate, an effect on the current or future business, assets, liabilities, liquidity, solvency or funding position or condition (financial or otherwise) or results of the Company and its subsidiaries taken as a whole, which in the good faith opinion of the Principal Underwriters is so material and adverse as to make it impracticable or inadvisable to proceed with the Rights Issue or the delivery of the Offer Shares on the terms and in the manner contemplated in the Prospectus. (iv) No event shall have occurred giving the Principal Underwriters a right to terminate the Underwriting Agreement. Prior to the subscription for the unsubscribed shares under the Underwriting Agreement, the Principal Underwriters representing a majority of the Total Underwriting Commitment may terminate the Underwriting Agreement on behalf of the underwriters and the additional underwriters in the event that: (i) the Company is in material breach of the Underwriting Agreement; or (ii) (a) any withdrawal of admission to listing of the new shares or any suspension of, or limitation on prices for, trading in the existing shares of the Company on the Oslo Stock Exchange, or in equity securities generally on the Oslo Stock Exchange or on the London Stock Exchange or the New York Stock Exchange; (b) any declaration of a banking moratorium or suspension of payments in respect of banks generally in Norway, New York or the United Kingdom or with the respect to the European Central Bank; (c) any material change or developments involving a prospective material change in the international financial markets, or in the financial markets of or in financial, political, monetary or economic conditions in Norway, the United Kingdom or the United States, or any outbreak or escalation of hostilities or any other calamity or crisis; (d) any material change in currency exchange rates or foreign exchange controls, or a disruption of settlement systems or commercial banking in Norway, the United Kingdom or the United States; or (e) there has occurred a material change or development involving a material change in taxation affecting the Company, the Offer Shares or the transfer thereof, and the effect of any of the events described in (a) to (e), in the good faith opinion of the Principal Underwriters, is material and makes it impossible or inadvisable taking into account inter alia the general market conditions as a result of such events and the interest of investors in the Offer Shares to proceed with the Rights Issue or the underwriting of the Offer Shares on the terms and in the manner contemplated the Underwriting Agreement; or (iii) there is information contained in the Prospectus (and/or in any other publication or announcement issued or to be issued by the Company on or after the date of the Underwriting Agreement but prior to or at the same time as publication of the Prospectus) that relates to facts or circumstances existing prior to or at the date of the Underwriting Agreement that was not contained in the public disclosure prior to that date, and which in the good faith opinion of the Principal Underwriters is (singly or in aggregate) so material in the context of the Rights Issue or the underwriting of the Offer Shares as to make it impossible or inadvisable to proceed with the Rights Issue or the underwriting of the Offer Shares on the terms and in the manner contemplated in the Underwriting Agreement. The Company may terminate the Underwriting Agreement if the sale and purchase agreement with respect to the acquisition of VWD is terminated. Should the Underwriting Agreement be terminated, the underwriters will no longer be obliged to subscribe for unsubscribed Offer Shares, and the Rights Issue will in such case lapse if there are unsubscribed Offer Shares at the end of the Subscription Period. See further information regarding the Underwriting in Section 17.21 "The Underwriting" of the Prospectus. Financial intermediaries: If an Existing Shareholder holds Shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue. Listing and commencement of trading in the Offer Shares: Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 June 2019 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day. The Offer Shares are expected to be tradable on the Oslo Stock Exchange from and including 1 July 2019. For further information, please contact: Max Hofer, Chief Financial Officer max.hofer@infrontfinance.com Tel: +47 971 48 953 This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. 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.