Axactor SE - Contemplated private placement

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Reference is made to the stock exchange notice published by Axactor SE (“Axactor” or the “Company”) on 9 December 2020, where the Company announced a refinancing of its bonds and bank facilities, acquisition of the 50% stake in Axactor Invest 1 S.á r.l. (“Axactor Invest”) owned by Geveran Trading Co Ltd. (“Geveran”) in exchange for new shares in Axactor, refinancing of the mezzanine facility in Axactor Invest and an intention to raise up to EUR 50 million in new equity through a private placement and a subsequent offering.

The Company contemplates a private placement of 40 million new shares (the "Offer Shares"), representing 21.6% of the outstanding share capital of the Company, at an offer price of NOK 8.00 per share (the “Private Placement“). ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.

The net proceeds from the Private Placement will be used to strengthen the balance sheet, fund acquisition of portfolios and for general corporate purposes. For more information regarding the use of proceeds and the refinancing, please see the attached investor presentation.

Geveran, which is the Company's largest shareholder, has committed to subscribe for, and will be allocated, 12.7 million Offer Shares in the Private Placement at NOK 8.00 per share, corresponding to its pro rata 31.95% share of the private placement. As described in the stock exchange notice related to the refinancing, Geveran will, as a result of Axactor’s acquisition of Geveran’s shares in Axactor Invest with settlement in new Axactor shares, increase its ownership in Axactor from 31.95% to 46.41% (before the Private Placement).

The members of the Board of Directors and the executive management of Axactor has committed to subscribe for the following in the Private Placement:

• Glen Ole Rødland, Chairman - 1,000,000 shares
• Terje Mjøs, Board Member - 100,000 shares
• Johnny Tsolis, Chief Executive Officer - 130,000 shares
• Teemu Alaviitala, Chief Financial Officer - 37,500 shares
• Robin Knowles, Chief Investment Officer - 25,000 shares
• Arnt Andre Dullum, Chief Operating Officer - 27,500 shares
• Vibeke Ly – Chief of Staff - 133,750 shares
• Kyrre Svae, Chief of Strategy and IR - 33,500 shares
• Lisa Sohtell, Country Manager Sweden - 33,500 shares
• Stina Koren, Country Manager Norway - 33,500 shares

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. Completion of the Private Placement is subject to approval by the Board of Directors and an extraordinary general meeting in the Company (“EGM”) to be called for shortly after the conditional allocation in the Private Placement. Existing shareholders being allocated shares in the Private Placement undertake to vote in favor of the Private Placement. Furthermore, completion of the Private Placement is conditional upon (i) the relevant bodies of the Company passing the corporate resolutions required to consummate the Private Placement and allocate the Offer Shares, including approval by an EGM to be held 5 January 2021, (ii) approval by the EGM of the issuance of the Consideration Shares and (iii) approval of the early redemption of the AXA01 bond at a bondholder meeting and a minimum of EUR 160 million of subscriptions in the new bond issue.

The subscription price in the Private Placement is fixed at NOK 8.00 per share. The application period commences today at 16:30 CET and will close at 08:00 CET on 10 December 2020. The application period may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 10 December 2020.

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 the Norwegian Securities Trading Act and ancillary regulations, are available.

The Joint Bookrunners have during a presounding process received indications of interest exceeding the number of shares offered in the Private Placement and, as such, the Private Placement is already covered on the indications received.

Notification of conditional allotment and payment instructions is expected to be issued to the applicants on or about 10 December 2020 through a notification to be issued by the Joint Bookrunners. The allocation will be determined at the end of the application period and final allocation will be made at the Board of Directors' sole discretion.

The Offer Shares allocated in the Private Placement is expected to be settled on or about 7 January 2021, through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company, that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Company, Geveran, and ABG Sundal Collier ASA (on behalf of the Joint Bookrunners) in order to facilitate delivery of listed shares to investors. The Joint Bookrunners will settle the share loan with a corresponding number of new shares in the Company to be issued on a separate ISIN and not be tradable on the Oslo Stock Exchange until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published.

Subject to successful completion of the Private Placement and approval by the extraordinary general meeting, the Company plans to carry out a subsequent offering of up to 26.7 million new shares in the Company (the "Subsequent Offering") directed towards shareholders in the Company as of 9 December 2020 (as registered in the VPS on 11 December 2020) who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such Subsequent Offering will be the same as the subscription price in the Private Placement, i.e. NOK 8.00 per share. Over-subscription and subscription without subscription rights will be permitted in the Subsequent Offering. The shares issued in the Subsequent Offering will not be comprised by the mandatory offer described above, as such mandatory offer will be completed prior to the issuance of the offer shares in the Subsequent Offering. Existing shareholders being allocated shares in the Private Placement will undertake to vote in favor of the approval of issuance of shares in the Subsequent Offering at the extraordinary general meeting.

The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board of Directors of Axactor is of the view that the refinancing will be in the common interest of the Company and its shareholders, and the Private Placement is a pre-requisite for such refinancing. The private placement structure is necessary in order to raise capital in a timely and efficient manner. There will not be sufficient time to implement a rights issue prior to the contemplated timing of the closing of the refinancing. Furthermore, the Board of Directors has proposed to implement the Subsequent Offering in order to preserve the interests of shareholders not participating in the Private Placement.

The transaction will trigger an obligation for Geveran to make a mandatory offer for all the remaining shares in the Company (including the Offer Shares as such shares will be issued prior to completion of the mandatory offer) at an offer price of NOK 8.00 per share. Geveran has confirmed that it will put forward such mandatory offer within the required deadlines. The Board of Directors does not expect to recommend shareholders to accept the mandatory offer.

For additional information, please contact:

Johnny Tsolis, CEO, Axactor
Mobile phone: +47 913 35 461
Email: johnny.tsolis@axactor.com

Attachment

Investor presentation

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 member state of the EEA ("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 announcement 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 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 of the Joint Bookrunners nor any of their 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 Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.