Kitron ASA - Contemplated private placement
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(22 December 2021) Kitron ASA (OSE: KIT)
(“Kitron” or the “Company”) announces an intention to carry out a
private placement (the "Private Placement") by issuing up to
approx. 17.9 million new shares (the "New Shares"). The final size
of the Private Placement and the number of New Shares to be issued
will be resolved by the Board of Directors of the Company (the
“Board”) following a book building process, within the current
authorisation granted by the Annual General Meeting on 21 April
2021. SpareBank 1 Markets AS is acting as sole bookrunner (the
“Sole Bookrunner”) in connection with the Private Placement.
The net proceeds of the Private Placement will
be used to partly finance the acquisition of BB Electronics A/S as
announced by Kitron on 20 December 2021 as well as general
corporate purposes in line with Kitron's communicated
strategies.
The Private Placement will be directed towards
Norwegian and international institutional investors, in each case
subject to and in compliance with applicable exemptions from
relevant prospectus or registration requirements.
The subscription price and allocation of the New
Shares in the Private Placement will be determined through an
accelerated book building process. The book building period
commences today at 16:30 CET and will close at 08:00 CET on 23
December 2021. The book building may, at the discretion of the
Company and the Sole Bookrunner, close earlier or later and may be
cancelled at any time and consequently, the Company may refrain
from completing the Private Placement. If the book building is
shortened or extended, any other dates referred to herein may be
amended accordingly. The Company will announce the final number of
New Shares placed and the final subscription price in the Private
Placement (the “Subscription Price”) in a stock exchange
announcement expected to be published before the opening of trading
on the Oslo Stock Exchange tomorrow, 23 December 2021. Completion
of the Private Placement is subject to final approval by the
Company's Board.
The minimum subscription and allocation amount
in the Private Placement will be the NOK equivalent of EUR 100,000,
provided that the Company may, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable exemptions from
the prospectus requirement pursuant to applicable regulations,
including Regulation (EU) 2017/1129 and ancillary regulations, are
available.
Notification of allotment and payment
instructions is expected to be issued to the applicants on or about
23 December 2021 through a notification to be issued by the Sole
Bookrunner. The allocation will be determined at the end of the
book building period and final allocation will be made at the Board
of Directors' sole discretion, following advice from the Sole
Bookrunner.
The New Shares allocated in the Private
Placement are expected to be settled through a delivery versus
payment transaction. The New Shares will be settled with existing
and unencumbered shares in the Company that are already listed on
the Oslo Stock Exchange to be lent from Varner Equities AS, VJ
Invest AS and Velven Gård AS (collectively, the “Share Lenders”) by
the Sole Bookrunner (the “Share Loan”) pursuant to a share lending
agreement (the “Share Lending Agreement”) entered into between the
Sole Bookrunner, the Company and the Share Lenders, and 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 registration of the share capital increase in
the Norwegian Register of Business Enterprises (the "NRBE") is
expected to be on or about 24 December 2021.
The Board has considered alternative structures
for the raising of new equity. Following careful considerations,
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 setting aside the pre-emptive rights of the shareholders.
By structuring the transaction as a private placement, the Company
will be in a position to raise capital in an efficient manner, with
a lower discount to the current trading price and with
significantly lower risks compared to a rights issue. In addition,
the Private Placement is subject to marketing through a
pre-sounding and a publicly announced book building process. By
this, a market based subscription price will be achieved.
The Company may consider to conduct a subsequent
share offering of new shares (the "Subsequent Offering") at the
same price as the final Subscription Price, subject to (i)
completion of the Private Placement, (ii) the Board being granted
an authorisation to this effect by an extraordinary general meeting
and (iii) certain other conditions. If carried out, the size and
structure of the Subsequent Offering shall be in line with market
practice. Shareholders being allocated shares in the Private
Placement will not be eligible to participate in a Subsequent
Offering. The Company reserves the right in its sole discretion to
not conduct or cancel the Subsequent Offering.
The Company's latest company update presentation
is available at https://kitron.com/.
Advokatfirmaet Selmer AS is acting as legal
advisor to Kitron 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 16:30 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 Bookrunners 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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