Astrocast SA

Regulatory Filings • Apr 5, 2022

ASTROCAST CONFIRMS ITS FINANCING STRATEGY AND ANNOUNCES INTENTION TO APPLY FOR ADDITIONAL LISTING ON EURONEXT GROWTH PARIS TO COMPLETE THE ROLL-OUT OF ITS IOT NANOSATELLITE CONSTELLATION

ASTROCAST CONFIRMS ITS FINANCING STRATEGY AND ANNOUNCES INTENTION TO APPLY FOR ADDITIONAL LISTING ON EURONEXT GROWTH PARIS TO COMPLETE THE ROLL-OUT OF ITS IOT NANOSATELLITE CONSTELLATION

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ASTROCAST CONFIRMS ITS FINANCING STRATEGY AND ANNOUNCES INTENTION TO APPLY FOR ADDITIONAL LISTING ON EURONEXT GROWTH PARIS TO COMPLETE THE ROLL-OUT OF ITS IOT NANOSATELLITE CONSTELLATION

Capitalizing on the success of its first deployment phase and the accelerating expansion of the market, the company appoints investment banking syndicate to prepare an IPO and listing on Euronext Growth Paris in 2022, in addition to the listing on Euronext Growth Oslo

Lausanne, Switzerland, April 5, 2022 – Following successful testing and validation of its current 12-satellite constellation and increasing customer interest, Astrocast (the ‘Company’), operator of one of the world’s most advanced global nanosatellite IoT networks, has confirmed plans to launch additional satellites to complete its constellation deployment.

The plan involves a goal of having 20 satellites in orbit by the end of 2022 and a full global constellation of 40 satellites in orbit by 2023. These satellites will be complemented by second-generation satellites, with the ultimate objective of reaching a 100-satellite constellation by 2025.

To fund the completion of the constellation deployment and the ramp-up of its commercial activities, Astrocast intends to pursue an Initial Public Offering and to apply for a listing on Euronext Growth Paris, in addition to its existing listing on Euronext Growth Oslo. Future constellation launches and satellite replenishment and maintenance are targeted to be funded from cash flow from operations and debt.

Commenting on the announcement, Fabien Jordan, CEO of Astrocast, declared: “We are very excited to enter the next phase of our strategic plan. Raising additional capital will enable us to accelerate satellite launches, foster commercialization of our existing modules and finalize the launch of our proprietary chipset.”

Jose Achache, Chairman of Astrocast, stated: “France is a leading country in the Aerospace domain in Europe and Astrocast has established strong ties with major industrial players such as Airbus and CEA-Leti, co-developing its proprietary chip and communication protocol based on L-Band spectrum. Listing on Euronext Growth Paris is a significant step to consolidating our historical relationship with the French and European Aerospace industry.”

(i) Astrocast completed a number of significant milestones since its public listing in August 2021

On the operational front, Astrocast has been successfully testing the existing constellation, which includes 12 satellites, 10 of which provide commercial IoT services on an international scale. Following the completion of the constellation, Astrocast expects to be able to offer latency of less than 15 minutes, which satisfies most IoT use cases. Astrocast is negotiating an extension of the agreement on the spectrum utilized by the constellation. Once signed, the new agreement is expected to significantly de-risk the Company’s business plan. On the commercial front, prospective customers are receiving development kits to test various IoT applications. The Company has also been working on building its customer pipeline, including a partnership agreement with Telefonica that has a potential to connect thousands of maritime shipping containers to be monitored through the Astrocast network.

(ii) Intention to list on Euronext Growth Paris to expand and deepen investor base

Astrocast intends to raise €60m to €80m in this initial public offering, and concurrently to apply for the listing of its shares on Euronext Growth Paris, in addition to its existing listing on Euronext Growth Oslo. Through this new listing, the Company hopes to expand its institutional investor base and increase liquidity.

Astrocast has appointed as Joint Global Coordinators for the initial public offering Bryan, Garnier & Co, a leading European growth-focused investment bank and long-term financial advisor of the Company, Deutsche Bank AG, which brings in-depth Space Tech sector knowledge along with its pan-European equity distribution platform, and Clarksons Platou Securities AS, the investment banking arm of the global maritime conglomerate Clarksons Group. The target will be to complete the transaction this year, subject to market conditions and regulatory approvals.

Regarding the syndicate structure, Kjell Karlsen, CFO of Astrocast, said: “We are very pleased with the dedicated banking syndicate combining Aerospace sector expertise and deep access to institutional investors across Europe and internationally. Listing on Euronext Growth Paris will further raise our profile among investors and enhance the liquidity of our shares to the benefit of all our shareholders.”

Notes to editor

● Astrocast recently launched its cost-effective, bidirectional satellite IoT service hosting a special event on Tuesday, 1 February 2022. If you would be interested in catching up on the event, please follow this link: https://youtu.be/wZ478QJSjKs

● Astrocast SA, listed its shares on Euronext Growth Oslo in August 2021.

About Astrocast

Astrocast SA operates one of the world’s most advanced global nanosatellite IoT networks, offering services in industries such as Agriculture & Livestock, Maritime, Environmental, Connected Vehicles, and Oil, Gas & Mining to name a few. The Astrocast network enables companies to monitor, track, assess, and communicate with remote assets from anywhere in the world. In partnership with Airbus, CEA/LETI, ESA, and Thuraya, Astrocast developed Astronode S, a cutting-edge module featuring low profile L-band antenna, ultra-low power consumption, and a small form factor. Founded in 2014 by a renowned team of experts, Astrocast designs, develops, and tests all its products in-house, from the satellites to the terminals. Astrocast is listed on Euronext Growth Oslo.

For more information visit www.astrocast.com

Media Contact Astrocast

Fatima Vigil, Head of Marketing media@astrocast.com

Important 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 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Laurent Vieira de Mello, Chief Operating Officer, Astrocast SA, on 5 April 2022 at 08:00 CEST.

DISCLAIMERS

This announcement does not, and shall not, in any circumstances constitute an offering or an invitation in connection with any offer.

No communication and no information in respect of this transaction or of the Company may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France or as explicitly communicated by the Company in connection with any offer if and when made) where such distribution would be unlawful or a registration, approval or other measure is required. The issuance, the subscription for or the purchase of the Company’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility for any violation of any such restrictions by any person.

United States. This announcement is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

European Union and EEA Member States. This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (the “Prospectus Regulation”). In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area (each, a “relevant member State”), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any relevant member State (other as explicitly communicated by the Company in connection with any offer if and when made). Consequently, the securities cannot be offered and will not be offered in any member State (other than France or as explicitly communicated by the Company in connection with any offer if and when made), except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in the other case which does not require the publication by the Company of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in the member States.

United Kingdom. This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) and (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). The securities of the Company are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of The Company may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

Switzerland. This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities. This announcement is not a prospectus or a similar notice within the meaning of the Swiss Financial Services Act (the “FinSA”) and will not be reviewed by any competent authority in Switzerland. The Company does not intend to conduct a public offering of securities in Switzerland within the meaning of the FinSA. Consequently, the securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA except under the exemption provided by art. 36 (1) (b) FinSA (offer addressed to fewer than 500 investors) or any other applicable exemption provided under the FinSA.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

Forward-looking statements

This announcement contains statements regarding the prospects and growth strategies of the Company. These statements are sometimes identified by the use of the future or conditional tense, or by the use of forward-looking terms such as “considers”, “envisages”, “believes”, “aims”, “expects”, “intends”, “should”, “anticipates”, “estimates”, “thinks”, “wishes” and “might”, or, if applicable, the negative form of such terms and similar expressions or similar terminology. Such information is not historical in nature and should not be interpreted as a guarantee of future performance. Such information is based on data, assumptions, and estimates that the Company considers reasonable. Such information is subject to change or modification based on uncertainties in the economic, financial, competitive or regulatory environments.

This information includes statements relating to the Company’s intentions, estimates and targets with respect to its markets, strategies, growth, results of operations, financial situation and liquidity. The Company’s forward-looking statements speak only as of the date of this announcement. Absent any applicable legal or regulatory requirements, the Company expressly disclaims any obligation to release any updates to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances, on which any forward-looking statement contained in this announcement is based.

The Company operates in a competitive and rapidly evolving environment; it is therefore unable to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the occurrence of a risk or combination of risks could have significantly different results from those set out in any forward-looking statements, it being noted that such forward-looking statements do not constitute a guarantee of actual results.