Torsdag 8 Maj | 05:16:15 Europe / Stockholm

Kalender

Est. tid*
2026-06-02 N/A Årsstämma
2026-03-26 08:00 Bokslutskommuniké 2025
2025-08-29 08:00 Kvartalsrapport 2025-Q2
2025-06-03 N/A X-dag ordinarie utdelning LOKO 0.00 NOK
2025-06-02 N/A Årsstämma
2025-03-31 - Bokslutskommuniké 2024
2024-08-30 - Kvartalsrapport 2024-Q2
2024-06-04 - X-dag ordinarie utdelning LOKO 0.00 NOK
2024-06-03 - Årsstämma
2024-03-29 - Bokslutskommuniké 2023
2023-10-17 - Extra Bolagsstämma 2023
2023-09-22 - Kvartalsrapport 2023-Q2
2023-06-02 - X-dag ordinarie utdelning LOKO 0.00 NOK
2023-06-01 - Årsstämma
2023-03-22 - Bokslutskommuniké 2022
2022-08-23 - Kvartalsrapport 2022-Q2
2022-06-02 - X-dag ordinarie utdelning LOKO 0.00 NOK
2022-04-01 - Årsstämma
2022-03-15 - Bokslutskommuniké 2021

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorInformationsteknik
IndustriElektronisk utrustning
Lokotech Group är ett hårdvaru- och mjukvaruföretag som specialiserat sig på blockchain-utveckling. Bolaget fokuserar på miljöförbättringar och minskning av energiavfall och koldioxidutsläpp inom blockchain-industrin. Bolagets lågenergimikrochips kan också användas i artificiell intelligens (AI). Verksamheten bedrivs primärt i Europa och Nordamerika med huvudkontor i Oslo, Norge.
2025-05-06 13:00:00
Oslo, 6 May 2025: Reference is made to the stock exchange announcement published
by Lokotech Group AS (the "Company") on 30 April 2025 regarding the approval by
the Company's extra ordinary general meeting (the "EGM") of the partially
underwritten rights issue of between 374,925,009 and 599,880,023 new shares in
the Company (the "Offer Shares") at a subscription price of NOK 0.3334 per Offer
Share (the "Subscription Price") to raise gross proceeds of up to NOK 200
million (the "Rights Issue"), of which an underwriting consortium has agreed to
underwrite subscription of Offer Shares for gross proceeds of approx. NOK 125
million. Existing Shareholders (as defined below) have been granted 3.173987
tradeable subscription rights (the "Subscription Rights") for each existing
share in the Company registered as held by such Existing Shareholder as of the
Record Date (as defined below), rounded down to the nearest whole Subscription
Right. In addition, the subscribers in the Rights Issue will be allocated
0.131506 warrants for every one (1) Offer Share allocated to and paid for by
them in the Rights Issue rounded down to the nearest whole warrant (the
"Warrants").

Pareto Securities AS and SpareBank 1 Markets AS are acting as managers in
connection with the Rights Issue (collectively, the "Managers"). Advokatfirmaet
Arntzen AS is acting as legal counsel to the Company and Advokatfirmaet BAHR AS
is acting as legal advisor to the Managers.

The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) has today, 6
May 2025, approved a prospectus prepared by the Company in connection with the
Rights Issue (the "Prospectus"). Subject to local applicable securities laws,
the Prospectus, including the subscription form for the Rights Issue, will be
made available at the websites of Pareto Securities AS at
www.paretosec.com/transaction and SpareBank 1 Markets AS at
www.sb1markets.no/transaksjoner, prior to the commencement of the subscription
period in the Rights Issue. Printed copies of the Prospectus may be obtained
free of charge by contacting Pareto Securities AS (Tel: +47 22 87 87 00) or
SpareBank 1 Markets AS (Tel: +47 24 14 74 70).

Subscription Period:
The subscription period for the Rights Issue is expected to take place from 7
May 2025 at 09:00 (CEST) to 21 May 2025 at 16:30 (CEST) (the "Subscription
Period"). The Subscription Rights in the Rights Issue will be tradable on
Euronext Growth Oslo under the ticker code "LOKOT" from 7 May 2025 at 09:00
(CEST) until 15 May 2025 at 16:30 (CEST).

Use of Proceeds:

The net proceeds to the Company from the approx. NOK 125 million underwritten
portion of the Rights Issue will be used to secure the tape-out and enable mass
production of the Company's proprietary Scrypt ASIC Miner. This includes the NOK
equivalent of (i) approx. USD 7.2 million for the mask set and associated
non-recurring engineering for production equipment, (ii) approx. USD 2.2 million
for engineering and production wafers, and (iii) approx. USD 1.8 million for
general corporate purposes and transaction costs (final amounts and allocation
depending on the final results in the Rights Issue). If the Company receives
valid subscriptions for more than the underwritten portion of the Rights Issue,
the additional net proceeds will mainly be used to increase the production batch
of the Company's proprietary Scrypt ASIC Miner.

Subscription Rights:
The shareholders of the Company as of 2 May 2025 (and being registered as such
in Euronext Securities Oslo, the Norwegian Central Securities Depository (the
"VPS") as at the expiry of 6 May 2025 pursuant to the two days' settlement
procedure of the VPS (the "Record Date", and such shareholders, the "Existing
Shareholders")), have been granted tradable Subscription Rights in the Rights
Issue that provide preferential rights to subscribe for, and be allocated, Offer
Shares at the Subscription Price.

The Existing Shareholders have been granted 3.173987 Subscription Rights for
each existing share in the Company 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 (1) Offer Share in the
Rights Issue. Over-subscription with Subscription Rights is allowed.
Subscription without Subscription Rights is not permitted (other than by the
Underwriters, as defined below).

The Subscription Rights will be tradable on Euronext Growth Oslo under the
ticker code "LOKOT" from 7 May 2025 at 09:00 (CEST) until 15 May 2025 at 16:30
(CEST). The Subscription Rights will hence only be tradable during a part of the
Subscription Period.

Primary insiders of the Company and their close associates (collectively owning
approx. 39.14% of the Company) have agreed to not sell their Subscription Rights
in the Rights Issue. However, the Managers may facilitate a sale of a portion of
their Subscription Rights that they do not exercise in a structured off-market
transaction at or above the current market price for the Subscription Rights,
provided that any sales proceeds from the sale of such Subscription Rights must
be used to subscribe for Shares in the Rights Issue. Consequently, approx.
39.14% of the Subscription Rights listed under the ticker LOKOT will not be part
of the free float of the Subscription Rights.

Being granted or purchasing Subscription Rights does not in itself constitute a
subscription for Offer Shares which must be done in accordance with the
procedure set out in this press release and further detailed in the Prospectus.

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 21 May 2025 at 16:30 (CEST) or not sold
before 16:30 (CEST) on 15 May 2025, will have no value and will lapse without
compensation to the holder upon expiry of the Subscription Period.

The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.

The subscribers in the Rights Issue will for every one (1) Offer Share allocated
to and paid by them in the Rights Issue, be allocated 0.131506 Warrants, rounded
down to the nearest whole Warrant. Each Warrant will give the holder a right to
subscribe for one new share in the Company at a strike price described below.

Assuming that all of the Offer Shares offered as part of the Rights Issue are
validly subscribed for and allocated, a total of 78,887,887 exercisable Warrants
will be issued as part of the Rights Issue. The maximum number of exercisable
Warrants issued equals approx. 10% of the total outstanding shares in the
Company following completion and settlement of the Rights Issue.

The Warrants may only be exercised from 1 April 2026 to 15 April 2026
(post-annual report 2025).

The Company shall use reasonable efforts to seek to ensure that the Warrants
subscribed and allocated as part of the Rights Issue are admitted to trading on
a relevant trading venue as soon as possible following completion of the Rights
Issue, but there can be no assurance that such admittance to trading will be
obtained.

The Warrants may be exercised at a strike price equal to the greater of (a) a
35% discount to the volume-weighted average price of the Company's shares on the
last three trading days prior to the first date on which the warrant holders can
exercise the Warrants, and (b) NOK 0.5130 (equal to the TERP in the Rights
Issue).

No payment shall be made for the Warrants.

The Warrants are expected to have an economic value if the Company's shares
trade above the strike price for the Warrants during the exercise period.

Any Warrants not exercised before 16:30 (CEST) on 15 April 2026 will have no
value and will lapse without compensation to the holder.

Subscription Price for Offer Shares:
NOK 0.3334 per Offer Share.

The Subscription Price equals the theoretical ex rights price for the Company's
shares (TERP) in the Rights Issue less a discount of 35% rounded down to four
(4) decimal places.

The TERP was calculated by: (i) adding, (a) the total market value of the
Company's Shares, as determined by the volume-weighted average price of the
Company's shares on Euronext Growth Oslo over the last three (3) trading days
that ended at the date of the EGM (NOK 1.0828 per share in the Company), to (b)
the aggregate Subscription Price for all Offer Shares (approx. NOK 200 million),
and (ii) dividing the aggregate value in (i) with the total number of shares in
the Company outstanding after the Rights Issue assuming all Offer Shares in the
Rights Issue are issued (i.e. approx. NOK 200 million proceeds raised). The TERP
in the Rights Issue ended up being approx. NOK 0.5130 per share in the Company.

Subscription Procedure:
Subscriptions for Offer Shares by Existing Shareholders and other eligible
subscribers holding a VPS account must be made (i) by submitting a correctly
completed subscription form, attached to the Prospectus as Appendix B (the
"Subscription Form") to one of the Managers during the Subscription Period, or,
may, (ii) for subscribers who are residents of Norway with a national identity
number, be made online through the VPS online subscription system. Subscriptions
by Existing Shareholders and other eligible subscribers who do not have a VPS
account, but instead hold shares (and Subscription Rights) through a financial
intermediary (i.e. broker, custodian, nominee, etc.) can be made by contacting
their respective financial intermediary as further described in Section 5.12
"Financial intermediaries" in the Prospectus.

Correctly completed Subscription Forms must be received by one of the Managers
at the address or e-mail address set out in the Prospectus, or in the case of
online subscriptions through the VPS online subscription system be registered,
no later than 16:30 (CEST) on 21 May 2025.

Subscribers who are residents of Norway with a Norwegian national identity
number are encouraged to subscribe for Offer Shares through the VPS online
subscription system (or by visiting the Managers' respective websites:
www.paretosec.com/transactions or www.sb1markets.no/transaksjoner, which will
include a link to the VPS online subscription system.

Selling and Transfer Restrictions

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 the laws of the relevant jurisdiction.
Further, no Offer Shares, Subscription Rights or Warrants will be offered or
sold within 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, reference is made to the introductory part on page ii-iii
and Section 13 "Selling and Transfer Restrictions" in the Prospectus.

The Underwriting:

A consortium comprising of certain primary insiders in the Company, Existing
Shareholders and new investors (jointly, the "Underwriters") has, pursuant to,
and subject to, the terms and conditions of the underwriting agreements entered
into between each of the Underwriters, the Company and the Managers,
underwritten in aggregate NOK 125 million of the Rights Issue (the "Total
Underwriting Obligation"). The Underwriters are entitled to an underwriting
commission of 12% of their respective underwriting obligations, which shall be
settled by an equal split (50/50) between (i) cash payment (6%) and (ii)
delivery of newly issued shares in the Company (6%), each issued at the
Subscription Price. The Underwriters that are primary insiders have also
pre-committed to subscribe for Offer Shares in the Rights Issue, in an amount
equal to their respective underwriting commitment, totalling NOK 4.125 million.
Any Offer Shares subscribed in the Rights Issue will reduce the underwriting
commitment of the Underwriters but not pre-commitments to subscribe for Offer
Shares from Existing Shareholders, as described below.

The Underwriters comprise of the following:

- Prozium AS (a company closely associated with the CTO of the Company,
Christian Rustad) has underwritten and pre-committed to subscribe for Offer
Shares in the amount of NOK 100,000
- Infigent AS (a company associated with CEO Ola Stene Johansen) has
underwritten and pre-committed to subscribe for Offer Shares in the amount of
NOK 3,000,000.
- Black Monday Holding AS, a company owned and controlled by the chairman of the
board of directors of the Company, Yngve Bolstad Johansen, has underwritten and
pre-committed to subscribe for Offer Shares in the amount of NOK 500,000.
- Ruben Gómez Morales, CEO of PowerPool SL, has underwritten and pre-committed
to subscribe for Offer Shares in the amount of NOK 100,000.
- Susheel Raj Nuguru, board member, has underwritten and pre-committed to
subscribe for Offer Shares in the amount of NOK 50,000.
- Sator AS, a company owned and controlled by board member Henrik Danielsen, has
underwritten and pre-committed to subscribe for Offer Shares in the amount of
NOK 300,000.
- Wiktor Boguchwal Miesok, board member, has underwritten and pre-committed to
subscribe for Offer Shares in the amount of NOK 50,000.
- Kjetil Westeng, board member, has underwritten and pre-committed to subscribe
for Offer Shares in the amount of NOK 25,000.
- Bluefin Access Capital LLC, Fredrik Lundgren, Wilhelm Risberg, Anavio Capital
Partners LLP, Norda ASA, Selandia Alpha Invest A/S, Songa Capital AS, Paul
Zeino, Exelity AB, Nowo Global Fund, Delta Invest AS, Philip Ohlsson, Opulens
Invest AS, AD94 Holding Aktiebolag, Consentia AB and Rickard Rönblom have in
aggregate underwritten a total amount of NOK 120,875,000.

Allocation of Offer Shares:

Allocation of the Offer Shares will take place on or about 21 May 2025 in
accordance with the following criteria:
a) First, Offer Shares will be allocated in accordance with granted and acquired
Subscription Rights to subscribers who have validly exercised Subscription
Rights during the Subscription Period