Hexatronic Group AB (publ) announces intention to carry out a
directed share issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH
AFRICA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE THE RELEASE,
DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL
OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER
TO THE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASEPress
release November 8,
2021Hexatronic Group
AB
(publ)
announces intention to carry out a
directed share issueHexatronic Group AB
(publ)
(“Hexatronic” or the “Company”) hereby
announces its intention to carry out a
directed
share
issue of
approximately SEK
500 million to Swedish and international
institutional investors (the “Directed Share
Issue”). The objective with the
Directed Share Issue is primarily
to increase the Company’s financial flexibility
for further acquisitions. Hexatronic has
engaged ABG Sundal
Collier AB and Pareto
Securities AB to
act as Joint Bookrunners in connection with the
Directed Share Issue.Hexatronic
announces its intention to carry out a directed share issue of
approximately SEK 500 million, directed at qualified investors in
Sweden and internationally, with deviation from existing
shareholders’ preferential rights and in accordance with the issue
authorisation granted by the Annual General Meeting on May 6, 2021.
Hexatronic has engaged ABG Sundal Collier AB and Pareto Securities
AB to investigate the possibilities to conduct the Directed Share
Issue.The subscription price for the new shares in the Directed
Share Issue is to be determined through an accelerated book
building procedure, which will begin immediately after the
announcement of this press release. The Directed Share Issue is
contingent on a resolution by the board of directors, which,
alongside pricing and allocation, is expected to occur prior the
commencement of trading on Nasdaq Stockholm on November 9, 2021.
The board of directors can at any time choose to cancel the book
building procedure, close earlier or later and refrain from
executing the Directed Share Issue, in part of in full.The Company
intends to use the net proceeds from the Directed Share Issue to
increase the Company’s financial flexibility for further
acquisitions, to establish a new plant for micro duct production in
the US that will be up and running in Q3 2022, for investments in
increased production capacity based on high demand mostly from
growth markets, and for general corporate purposes to support
growth opportunities.In connection with the Directed Share Issue,
the Company has undertaken, with customary exceptions, not to issue
additional shares for a period of 180 calendar days after closing
of the Directed Share Issue. Board members and persons of the
management holding shares and/or warrants have undertaken not to
sell any shares in the Company for a period of 90 calendar days
after closing of the Directed Share Issue, with customary
exceptions.AdvisorsABG Sundal Collier AB and
Pareto Securities AB have been appointed as Joint Bookrunners in
connection with the Directed Share Issue. Advokatfirman Vinge KB
acts as legal adviser to Hexatronic.For
more information, please
contact:Henrik Larsson Lyon, CEO Hexatronic Group, +46 706
50 34 00Pernilla Lindén, CFO Hexatronic Group, +46 708 77 58 32This
is information that Hexatronic Group AB (publ) is required to
publish in accordance with the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the contact persons set out above, at 5:31 pm CET on November 8,
2021.Hexatronic Group AB (publ) is a group that develops, markets
and delivers products, components and system solutions with the
main focus on the fiber optic market. Hexatronic offers a wide
range of innovative system and product solutions mainly for passive
fiber optic infrastructure with global trademarks like Matrix,
Viper, Stingray, Raptor, InOne, Drytech™, Lightmate®, Skyline and
Wistom®. The Group has its headquarters in Gothenburg, Sweden and
has sales offices and/or subsidiaries in Sweden, Norway, Denmark,
Finland, United Kingdom, the Netherlands, Italy, Estonia, Latvia,
Lithuania, Germany, China, New Zealand, Australia, US and Canada.
The Group is listed on Nasdaq Stockholm under the ticker HTRO. For
more information, visit
https://group.hexatronic.com/en.Important
informationThe release, announcement or distribution of
this press release may, in certain jurisdictions, be subject to
restrictions and the recipients of this press release in
jurisdictions where this press release has been published or
distributed shall inform themselves of and follow such
restrictions. The recipient of this press release is responsible
for using this press release, and the information contained herein,
in accordance with applicable rules in each jurisdiction. This
press release does not constitute an offer, or a solicitation of
any offer, to buy or subscribe for any securities in Hexatronic in
any jurisdiction, neither from Hexatronic nor from someone
else.
This press release does not constitute or form part of an offer
or solicitation to purchase or subscribe for securities in the
United States. The securities referred to herein may not be sold in
the United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold
within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There is no
intention to register any securities referred to herein in the
United States or to make a public offering of the securities in the
United States. The information in this press release may not be
announced, published, copied, reproduced or distributed, directly
or indirectly, in whole or in part, within or into the United
States, Australia, Canada, Hong Kong, Japan, New Zealand,
Singapore, South Africa, Switzerland or in any other jurisdiction
where such announcement, publication or distribution of the
information would not comply with applicable laws and regulations
or where such actions are subject to legal restrictions or would
require additional registration or other measures than what is
required under Swedish law. Actions taken in violation of this
instruction may constitute a crime against applicable securities
laws and regulations.This announcement is not a prospectus for the
purposes of Regulation (EU) 2017/1129 (the "Prospectus
Regulation") and has not been approved by any regulatory
authority in any jurisdiction. Hexatronic has not authorized any
offer to the public of shares or other securities in any member
state of the EEA and no prospectus has been or will be prepared in
connection with the Directed Share Issue. 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. In the United Kingdom, this document and any
other materials in relation to the securities described herein is
only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is
available only to, and will be engaged in only with,
"qualified investors" (within the meaning of the
United Kingdom version of the EU Prospectus Regulation (2017/1129/
EU) which is part of United Kingdom law by virtue of the European
Union (Withdrawal) Act 2018) who are (i) persons having
professional experience in matters relating to investments who fall
within the definition of "investment
professionals" in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons").
In the United Kingdom, any investment or investment activity to
which this communication relates is available only to, and will be
engaged in only with, relevant persons. Persons who are not
relevant persons should not take any action on the basis of this
press release and should not act or rely on it.This announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the new shares. Any investment decision to acquire or
subscribe for shares in connection with the Directed Share Issue
must be made on the basis of all publicly available information
relating to the Company and the Company’s shares. Such information
has not been independently verified by the Joint Bookrunners. The
Joint Bookrunners are acting for the Company in connection with the
transaction and no one else. The Joint Bookrunners will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for giving advice in
relation to the transaction or any other matter referred to
herein.This press release does not constitute a recommendation for
any investors' decisions regarding the Directed Share Issue. Each
investor or potential investor should conduct a self-examination,
analysis and evaluation of the business and information described
in this press release and any publicly available information. The
price and value of the securities can decrease as well as increase.
Achieved results do not provide guidance for future results.
Neither the contents of the Company's website nor any other website
accessible through hyperlinks on the Company's website are
incorporated into or form part of this press
release.Forward-looking statementsThis press
release contains forward-looking statements that reflect the
Company's intentions, beliefs, or current expectations about and
targets for the Company's and the Group's future results of
operations, financial condition, liquidity, performance, prospects,
anticipated growth, strategies and opportunities and the markets in
which the Company and the Group operates. Forward-looking
statements are statements that are not historical facts and may be
identified by words such as "believe", "expect", "anticipate",
"intend", "may", "plan", "estimate", "will", "should", "could",
"aim" or "might", or, in each case, their negative, or similar
expressions. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although the Company believes that
the expectations reflected in these forward-looking statements are
reasonable, it can give no assurances that they will materialize or
prove to be correct. Because these statements are based on
assumptions or estimates and are subject to risks and
uncertainties, the actual results or outcome could differ
materially from those set out in the forward-looking statements as
a result of many factors. 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
guarantee that the assumptions underlying the forward-looking
statements in this press release are free from errors and readers
of this press release should not place undue reliance on the
forward-looking statements in this press release. The information,
opinions and forward-looking statements that are expressly or
implicitly contained herein speak only as of its date and are
subject to change without notice. Neither the Company nor anyone
else undertake 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 press release. Information to
distributorsSolely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the shares in Hexatronic have been subject to a
product approval process, which has determined that such shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EU Target
Market Assessment"). Solely for the purposes of each
manufacturer's product approval process in the United Kingdom, the
target market assessment in respect of the shares in the Company
has led to the conclusion that: (i) the target market for such
shares is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook, and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MiFIR"); and (ii) all
channels for distribution of such shares to eligible counterparties
and professional clients are appropriate (the “UK Target
Market Assessment” and, together with the EU Target Market
Assessment, the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the shares in Hexatronic may decline and
investors could lose all or part of their investment; the shares in
Hexatronic offer no guaranteed income and no capital protection;
and an investment in the shares in Hexatronic is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Directed Share Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties.For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II or UK
MiFIR; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the shares in Hexatronic.Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares in Hexatronic and determining
appropriate distribution channels.
- Hexatronic Group AB (publ) announces intention to carry out a
directed share issue
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