Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Informationsteknik |
Industri | Elektronisk utrustning |
2025-02-04 17:00:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Oslo, 4th of February 2025
Reference is made to Lokotech Group AS' (the "Company" or "Lokotech" and,
together with its subsidiaries, the "Group") previously communicated growth and
investment capital ambitions, including through the H1 2024 semi-annual
financial report published by the Company on 30 August 2024 and the latest
Company presentation published on 22 January 2025.
The Company has retained Pareto Securities AS and SpareBank 1 Markets AS
(together, the "Managers") to act as joint financial advisors to the Company in
connection with the further exploration of a potential capital raise in the
range of NOK 125 to 175 million. This new capital may be raised in the form of
hybrid debt, convertible loans, equity or a combination thereof (the
"Transaction").
The net proceeds from any such new capital raised is as previously announced
intended to be used to fund the Group's capital requirements to tape out the
Scrypt ASIC design (where the Company, through its IC assembly partner, has
already booked a date for such tape out at the foundry and, which due to Foundry
regulations, the Company is required to pay in full up front), for other
investments (including investment in the mask set and other tooling for ASIC
production as well as non-recurring engineering expenses) and general corporate
purposes while the Company transitions from the current research and development
phase through engineering and into a mass production phase.
In conjunction with the Company's previous announcement that it is exploring the
possibilities of raising new capital, Lokotech has conducted preliminary
discussions regarding the contemplated Transaction with potential investors.
Based on these preliminary discussions, the Company has received several
indications of interest.
One such potential investor, a US-based private investment firm, has
communicated its potential interest to provide capital through various
alternative structures, including to participate with approx. NOK 25 million in
a convertible loan on the following key terms.
Tenor: 3 years
Coupon: 15 %
Payment-in-Kind, quarterly
Conversion price: at the money calculated as 5 days VWAP before date of closing
The Company will continue ongoing discussions while also exploring alternative
structures for the Transaction.
Lokotech will hold a webinar investor presentation with a Q&A session on Monday
the 10th of February 2025 at 14.30 CET. Link to the webinar:
https://channel.royalcast.com/landingpage/hegnarmedia/20250210_1/
No guarantees can be given that the Company will be successful in implementing
the Transaction, or the terms and conditions upon which the Transaction may be
implemented. Although the Company has currently no interest-bearing debt and
expects to generate positive cash flow from ongoing activities in 2025, it may
experience a material adverse effect on the Company's future plans, investments
and prospect should the Company not be able to raise the contemplated new
capital through the Transaction or otherwise.
Contact:
CEO Ola-Stene Johansen, email osj@lokotech.no
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Ola Stene-Johansen, CEO in Lokotech Group
AS, on the 4th of February 2025 at 17:00 CET.
IMPORTANT NOTICE These materials are not and do not form a part of any offer of
securities for sale, or a solicitation of an offer to purchase, any securities
of the Company in the United States or any other jurisdiction. Copies of these
materials are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Any sale in the United States of the securities mentioned herein will be made
solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under
the Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
This communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "believe", "expect", "anticipate", "strategy",
"intends", "estimate", "will", "may", "continue", "should" and similar
expressions. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors include the possibility that the
Company will determine not to, or be unable to, issue any debt, hybrid or equity
securities, and could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors. The information, opinions and forward-looking statements contained in
this communication speak only as at its date and are subject to change without
notice.
Each of the Company, the Managers and their respective affiliates disclaims any
obligation or undertaking to update, review or revise any statement contained in
this communication whether as a result of new information, future developments
or otherwise. Neither the Managers nor any of its affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
responsibility for the contents of this announcement or any matters referred to
herein. This announcement is for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.