Kitron ASA - Private placement of new shares successfully placed
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WOULD BE UNLAWFUL
(22 December 2021) Reference is made to the
stock exchange announcement by Kitron ASA (OSE: KIT) ("Kitron” or
the "Company") on 22 December 2021 regarding the contemplated
private placement (the "Private Placement") of new shares (the "New
Shares"). The Company is pleased to announce that it has allocated
17,910,399 New Shares in the Private Placement at a subscription
price of NOK 19.50 per share (the "Subscription Price"), raising
gross proceeds of approx. NOK 350 million. SpareBank 1 Markets AS
is acting as sole bookrunner (the "Sole Bookrunner") in connection
with the Private Placement.
The Private Placement and the issuance of the
New Shares was resolved by the Company's Board of Directors (the
"Board") at a Board meeting held on 22 December 2021, based on the
authorisation granted to the Board at the Company's Annual General
Meeting on 21 April 2021.
Notification of allotment of the New Shares
including settlement instructions will be sent to the applicants
through a notification from the Sole Bookrunner on 23 December
2021.
The New Shares allocated in the Private
Placement are expected to be settled through a delivery versus
payment transaction with existing and unencumbered shares in the
Company that are already listed on the Oslo Stock Exchange pursuant
to a share lending agreement between Varner Equities AS, VJ Invest
AS and Velven Gård AS (collectively, the “Share Lenders”), the
Company and the Sole Bookrunner Settlement is subject to delivery
to the Sole Bookrunner of borrowed shares under the share lending
agreement. The New Shares will be tradable from allocation.
The settlement date in the Private Placement is
expected to be on or about 28 December 2021. The Manager will
settle the share loan with a corresponding number of new shares in
the Company which have been resolved issued by the Company’s Board
of Directors (the “Board”) at the Board meeting held today, 22
December 2021, based on the authorisation granted to the Board at
the Company’s Annual General Meeting on 21 April 2021. The
registration of the share capital increase in the Norwegian
Register of Business Enterprises is expected to be on or about 28
December 2021.
Following registration of the new share capital
pertaining to the Private Placement, the Company will have a share
capital of NOK 19,701,438.90 divided into 197,014,389 shares, each
with a par value of NOK 0.10.
Completion of the Private Placement implies a
deviation from the existing shareholders' pre-emptive rights to
subscribe for and be allocated new shares. The Board has carefully
considered such deviation and has resolved that the Private
Placement is in the best interests of the Company and its
shareholders. In reaching this conclusion the Board has among other
things considered (i) the Subscription Price that represents a
limited discount of 5.797% to the closing market price of the
Company's shares prior to announcing the Private Placement, (ii)
the modest increase of the share capital and dilution of the
Company’s existing shareholders represented by the Private
Placement, and (iii) a share issue in the form of a private
placement enables the Company to capitalize on current market
conditions in an efficient manner compared to alternative
transaction structure which would imply a longer lead time and
potentially significant discounts. Further to this, the Company has
resolved to not carry out a subsequent repair offering.
The following persons discharging managerial
responsibilities ("Primary Insiders") and close associates were
allocated New Shares in the Private Placement:
- Chairman in Kitron, Tuomo
Lähdesmäki, was allocated 51,561 New Shares.
- CEO in Kitron, Peter Nilsson, was
allocated 208,000 New Shares.
- CFO in Kitron, Cathrin Nylander,
was allocated 86,875 New Shares.
- COO in Kitron, Kristoffer Asklöv,
was allocated 51,561 New Shares.
- CTO in Kitron, Stian Haugen, was
allocated 51,561 New Shares.
A stock exchange release on transactions carried
out by Primary Insiders and close associates in accordance with the
market abuse regulation will be published separately.
In addition, CEO in BB Electronics, Carsten
Christensen, was allocated 51,561 New Shares.
The Company's latest company update presentation
is available at https://kitron.com/.
Advokatfirmaet Selmer AS is acting as legal
advisor to the Company in connection with the Private
Placement.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 94 84
08 50 Cathrin Nylander, CFO, tel: +47 900 43 284 E-mail:
investorrelations@kitron.com
Kitron is a leading Scandinavian electronics
manufacturing services company for the Connectivity,
Electrification, Industry, Medical devices and Defence/Aerospace
sectors. The company is located in Norway, Sweden, Lithuania,
Germany, Poland, China and the United States. Kitron had revenues
of about NOK 4.0 billion in 2020 and has about 1 800 employees.
www.kitron.com
Inside information
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. This stock exchange announcement
was published by Cathrin Nylander, Chief Financial Officer at
Kitron ASA on 22 December 2021 at 23.15 CET on behalf of the
Company.
Important Notices
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. The distribution of this
announcement and other information may be restricted by law in
certain jurisdictions. 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. Persons into whose possession this
announcement or such other information should come are required to
inform themselves about and to observe any such restrictions.
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. The Company does not intend to register any part
of the offering or their securities in the United States or to
conduct a public offering of securities in the United States. Any
sale in the 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 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 the United 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 believes 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 its control.
Actual events may differ significantly from any
anticipated development due to a number of factors, including
without limitation, changes in investment levels and need for the
Company’s services, changes in the general economic, political and
market conditions in the markets in which the Company operate, the
Company’s ability to attract, retain and motivate qualified
personnel, changes in the Company’s ability to engage in
commercially acceptable acquisitions and strategic investments, and
changes in laws and regulation and the potential impact of legal
proceedings and actions. 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
provide any guarantees 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 document.
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 Sole Bookrunner nor any of its
respective 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 in the Company.
Neither the Sole Bookrunner nor any of its respective affiliates
accepts any liability arising from the use of this
announcement.
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