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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION 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: email@example.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
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.
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.