25 November 2016, 08:00 CET
Axactor Group
Stock notice
Publication of prospectus and commencement of subscription period in the subsequent repair offering on Monday 28 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR
THE UNITED STATES
Oslo, 25 November 2016 - Reference is made to the stock
exchange releases from Axactor AB ("AXA" or the "Company")
published 13 October 2016 regarding the successful completion
of the private placement of 230 million new shares in the
Company (the "Private Placement") and the subsequent repair
offering of up to 50,000,000 new shares in the Company (the
"Subsequent Offering").
Publication and availability of the Prospectus
The Swedish Financial Supervisory Authority has approved the
prospectus of the Company dated 25 November 2016 (the
"Prospectus"), for the (i) listing of 158,276,107 Private
Placement Tranche 2 Shares to be issued in connection with
the Private Placement, each with a par value of SEK 0.50; and
(ii) the subsequent repair offering (the "Subsequent
Offering") and listing of up to 50,000,000 new shares (the
"Offer Shares"), each with a par value of SEK 0.50.
The Prospectus can be obtained electronically by downloading
it from www.axactor.com, www.carnegie.no or
www.dnb.no/emisjoner, or by contacting Carnegie and DNB
Markets, a part of DNB Bank ASA (the "Managers"):
Carnegie AS Settlement Department
Grundingen 2, Aker Brygge
P.O. Box 684 Sentrum
N-0106 Oslo
Norway
Tel.: +47 22 00 93 00
Email: subscriptions@carnegie.no
www.carnegie.no
DNB Markets, Registrars Department
Dronning Eufemias gate 30
P.O. Box 1600 Sentrum
N-0021 Oslo
Norway
Telephone: +47 23 26 81 01
Email: retail@dnb.no
www.dnb.no/emisjoner
Settlement of the Private Placement Tranche 2
The share capital increase in connection with the Private
Placement Tranche 2 Shares is expected to be registered in
the Swedish Companies Registry on or about 25 November 2016
and settlement to the investors in the Private Placement
Tranche 2 is expected on DVP basis on or about 29 November
2016.
Subsequent Offering
In the Subsequent Offering, the Company will, subject to
applicable securities laws, grant rights to subscribe for
Offer Shares to shareholders in the Company as of close of
trading on 12 October 2016 as registered in the Norwegian
Central Securities Depository (the "VPS") on 14 October 2016
(the "Record Date") and who were not allocated Shares in the
Private Placement, whether they had subscribed for shares in
the Private Placement or not, and who are not resident in a
jurisdiction where such offering would be unlawful, or would
(in jurisdictions other than Sweden or Norway) require any
prospectus filing, registration or similar action (each such
shareholder an "Eligible Shareholder", and collectively,
"Eligible Shareholders"). Please see section 20.5 in the
Prospectus regarding record date for shareholders registered
in Euroclear Sweden.
The subscription period in the Repair Offering commences on
28 November 2016 at 09:00 CET and will end on 12 December
2016 at 16:30 CET (the "Subscription Period").
The subscription price in the Repair Offering is NOK 2.60 per
Offer Share, which is the equal to the subscription price in
the Private Placement.
For each share held on the Record Date, each Eligible
Shareholder will be granted one Subscription Right. Twelve
Subscription Rights give the holder a right to subscribe for
one Offer Share in the Subsequent Offering. The Subscription
Rights will not be tradable or listed on the Oslo Stock
Exchange. Over-subscription in the Subsequent Offering is
permitted, while subscription without Subscription Rights is
not allowed.
In order to subscribe for shares, one of the Managers must
receive a complete and duly signed subscription form within
the end of the Subscription Period. Further instructions
regarding the subscription procedure is available in the
Prospectus.
Subscription Rights not used to subscribe for Offer Shares
prior to 16:30 CET on 12 December 2016 will lapse without
compensations to the holder and consequently be of no value.
Notifications of allocation in the Subsequent Offering are
expected to be issued on or about 13 December 2016. The due
date for payment of allocated Offer Shares is 16 December
2016 (the "Payment Due Date"). Delivery of the Offer Shares
to investors' VPS accounts is expected to take place on or
about 28 December 2016. Trading in the Offer Shares on the
Oslo Stock Exchange is expected to commence on or about 28
December 2016 under the trading symbol "AXA".
Carnegie and DNB Markets acted as joint bookrunners in the
Private Placement.
For further information, please contact:
Endre Rangnes
Chief Executive Officer
Mail: endre.rangnes@axactor.com
Tel: + 46 8 402 28 00
Cell Phone: +47 48 22 11 11
Geir Johansen
Chief Financial Officer
Mail: geir.johansen@axactor.com
Cell Phone: +47 477 10 451
Important information:
The release is not for publication or distribution, in whole
or in part directly or indirectly, in or into Australia, Canada, Japan
or the United States (including its territories and possessions, any state
of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only, and does not constitute or form
part of any offer or solicitation to purchase or subscribe for securities,
in the United States or in any other jurisdiction.
The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"). The securities may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements
of the Securities Act. The Company does not intend to register any portion
of the offering of the securities in the United States or to conduct a
public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States. The issue, exercise,
purchase or sale of subscription rights and the subscription or purchase
of shares in the Company are subject to specific legal or regulatory
restrictions in certain jurisdictions.
Neither the Company nor the Managers assumes any responsibility in the
event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions
be restricted by law. Persons into whose possession this release comes
should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. The Managers are acting for
the Company and no one else in connection with the Private Placement and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing advice
in relation to the Private Placement and/or any other matter referred to
in this release.
Forward-looking statements:
This release and any materials distributed in connection with
this release may contain certain forward-looking statements. By their
nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to
future events and circumstances that may not prove accurate. A number of
material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements.