NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to the stock exchange announcement published byNapatech A/S (the "Company") earlier today regarding the launch of a private placement of new shares in the Company through an accelerated book-building process (the "Private Placement"). Following close of the bookbuilding period, the Company is pleased to announce that the Private Placement has been successfully completed, and that its Board of Directors (the "Board") has allocated 9,000,000 offer shares (the "Offer Shares ") at a subscription price ofNOK 25.00 per Offer Share (the "Subscription Price"), raisingNOK 225 million in gross proceeds. The Private Placement was significantly oversubscribed and attracted interest from high-quality accounts, as well as receiving strong support from existing shareholders.ABG Sundal Collier ASA andSpareBank 1 Markets AS (together, the "Managers") acted as managers in connection with the Private Placement. The net proceeds to the Company from the Private Placement will be used to finance the growth opportunity arising from announced partnerships (resulting in the increased guidance), including i.a. hiring of more developers and working capital requirements in connection with increased production, as well as for general corporate purposes. Settlement of the Offer Shares is expected to take place on or about13 May 2024 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a share lending agreement entered into between the Company, the Managers and an existing shareholder (the "Share Lender"). The Offer Shares will thus be tradable from allocation, expected from and including8 May 2024 . Based on Article 5.2 in the Company's Articles of Association pursuant to which the Board is authorised to increase the share capital without pre-emption rights for existing shareholders pursuant to the authorisation granted to the Board by the general meeting held on25 April 2024 , the Board has resolved to issue the 9,000,000Offer Shares , all of which will be subscribed by the Managers and, once issued, will be delivered to the Share Lender as settlement of shares borrowed in relation to settlement of the Private Placement. Notification of allocation, including settlement instructions, are expected to be distributed by the Managers on or about8 May 2024 . Following registration of the share capital increase pertaining to the Offer Shares with theDanish Business Authority , the Company will have a share capital ofDKK 24,820,800 divided into 99,283,200 shares, each with a par value ofDKK 0.25 . The Private Placement represents approximately 9.97% of the current registered share capital before the Private Placement and approximately 9.06% of the registered share capital post the Private Placement. The Offer Shares will rank pari passu in all respects with the existing shares in the Company. The Offer Shares will be negotiable instruments and no restrictions will apply to their transferability. Rights conferred by the Offer Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with theDanish Business Authority . The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Oslo and theOslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Subscription Price has been set higher than the last closing price of the Company's shares on Oslo Børs prior to the Private Placement. Further, it was of particular importance to reduce the completion risk as the net proceeds from the Private Placement will be used to finance growth opportunities. The Company has considered a rights issue instead of a private placement. The Company is of the opinion that a rights issue would have to be on a fairly significant discount, and guaranteed by a consortium of underwriters which would also be an added cost for the Company. In summary, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue. As a consequence of the private placement structure, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from pursuant to the Board Authorization. For the same reasons as described above, the Company will not carry out a subsequent repair issue directed towards shareholders that were not allocated shares in the Private Placement.Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in connection with the Private Placement. Accura is acting as Danish legal counsel to the Company in connection with the Private Placement. For additional information, please contact:Lars Boilesen , CEO Phone: +45 45961500 E-mail: larsb@napatech.com orHeine Thorsgaard , CFO Phone: +45 4596 1500 E-mail: htg@napatech.com 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 the Norwegian Securities Trading Act. Thisstock exchange announcement was published byHeine Thorsgaard , CFO on the time and date provided. Important notice: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement 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 theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, 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 their control. Such risks, uncertainties, contingencies and other important factors 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement. 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.
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