Astrocast SA

Share Issue/Capital Change • Jul 20, 2021

IoT satellite company Astrocast launches private placement, applies for listing on Euronext Growth Oslo

IoT satellite company Astrocast launches private placement, applies for listing on Euronext Growth Oslo

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO PLACE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

IoT satellite company Astrocast launches private placement, applies for listing on Euronext Growth Oslo

Lausanne, Switzerland – 20 July 2021 - Astrocast SA (“Astrocast” or the “Company”), a leading Swiss IoT focused nanosatellite company is pleased to announce the launch of a private placement (the “Placement”) of up to 16,666,667 new shares (the “New Shares”) in the Company to raise up to CHF 50 million (NOK 486 million) in gross proceeds (the “Placement”) to the Company.

Pending a successful Placement, Astrocast intends to float its shares on Euronext Growth Oslo. This would be the first listing of an Internet of Things (IoT) dedicated satellite constellation.

“Astrocast is recognised as one of the pioneers, and one of the most advanced companies in the world tackling the issue of low-cost global connectivity for the IoT. This has been a roadblock for a massive expansion of the market. A listing will represent a major step for the company as we are now accelerating deployment of our constellation,” said Fabien Jordan, CEO of Astrocast.

The Company has applied, and expects, subject to the necessary approvals from Oslo Børs and pending a successful Placement, to have its shares admitted to trading on Euronext Growth Oslo in August 2021.

“We consider Euronext Growth Oslo a perfect place for our shares. Norway has a thriving space research and business community and investors who are well acquainted with industries that represent an important market for Astrocast’s satellite-based communication solution,” said Kjell Karlsen, Chief Financial Officer of Astrocast.

Demand for connectivity drives demand

Current cellular systems cover roughly only 10 percent of earth surface low-power wide-area networks (LPWAN) cover only a fraction of this. IoT coverage therefore depends on active support of satellite networks. More than 5 billion IoT connected devices are expected by 2025, and a rapidly growing part of these needs to be connected by satellite. Through its Nanosatellite IoT Network, Astrocast enables companies to track, measure, manage, communicate and control IoT assets from the world’s most remote regions.

Astrocast has developed its communication solutions together with strong industrial partners including Airbus Defense and Space; CEA/Leti which is a subsidiary of France’s nuclear and renewable energy commission, the UAE based satellite operator Thuraya, Kongsberg Satellite Services, Leaf Space and D-Orbit in Italy, Spaceflight, and with suppliers such as SpaceX.

The proceeds from the Placement will help fund the expansion of Astrocast’s end-to-end communication solution for the IoT market, including satellites, communications platform, and modules (receivers). After a successful launch of five new satellites in early July this year, the company’s current network comprises twelve operating satellites in orbit. The plan is to increase this to a total of 100 satellites by the end of 2024.

The Placement

Astrocast has engaged Bryan, Garnier & Co (“Bryan Garnier” or the “Manager”) as Sole Bookrunner and Euronext Growth Adviser in connection with the Placement and subsequent listing on Euronext Growth Oslo.

The Company will issue and offer up to 16,666,667 new shares (the “New Shares”) in the Company to raise up to CHF 50 million (NOK 486 million) in gross proceeds (the “Placement”). All shares offered in the Placement will be represented by depository receipts that represent interests in shares through a depository arrangement in accordance with customary practice for non-Norwegian issuers in the Norwegian Central Securities Depository (“VPS Shares”). All references to “New Shares” or “shares” in this stock exchange notice shall in the context of the securities to be issued in the Placement refer to the VPS Shares. The price per share in the Placement has been set to NOK 29.16 (equivalent to CHF 3, equivalent to a fully diluted pre-money equity value of the Company of approximately CHF 75 million.

The application period in the Placement will commence today, 20 July 2021 at 09:00 CEST and close on 28 July 2021 at 12:00 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of New Shares will be determined by the Company in consultation with the Manager after completion of the application period.

Several investors have undertaken to acquire shares and will subject to certain conditions be allocated New Shares for a total amount of minimum CHF 30 million in the Placement.

The cornerstone investors are (i) a syndicate led by US based Adit Ventures (CHF 15 million committed, of which Adit Ventures has committed CHF 10 million and Astrocast CEO Fabien Jordan with family has committed CHF 0.7 million) and (ii) Nexus Space, the Canadian provider of super-spectral earth observation (CHF 10 million committed though their parent company IES Group of Companies inc.)

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In addition, Palantir, the leading builder of operating systems for the modern enterprise, has pre-committed USD 5 million.

The Issuer has undertaken that it will not, without the prior written consent of the Euronext Growth Advisor, during the period up to and including the date falling 365 days from the first day of trading of the shares on Euronext Growth issue shares or rights to shares pursuant to a customary lock-up.

The board members and management members holding shares and/or options in the Company have entered into customary lock-up undertakings. The lock-up undertakings are valid for a period of 365 days from the first day of trading of the shares on Euronext Growth.

All shareholders have entered into lock-up undertakings for their existing shares, save for one minority holding of approx. 0.07%. The lock-up undertakings are valid for a period of 180 days from the first day of trading of the shares on Euronext Growth.

Other prominent current owners of Astrocast include Airbus Ventures, the European Space Agency, and several Swiss family offices. None of these will offer shares for sale in connection with the Placement.

Astrocast has applied for, and will, subject to successful completion of the Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company as represented by VPS Shares on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is currently anticipated to be primo August 2021. On Euronext Growth, the Shares will be traded in the form of VPS Shares (Nw.: depotbevis) that represent the beneficial interests in the underlying shares of the Company. The VPS Shares will be registered in the Norwegian Central Securities Depository in book-entry form under the name of a "share" and will be tradable in NOK on Euronext Growth in the form of depository receipts as "shares in Astrocast SA".

Conditions for the Placement

The Placement will be directed towards qualified international institutional investors, as well as strategic corporate investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions.

The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Issuance and delivery of the New Shares and payment for the New Shares in the Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company’s board of directors resolving to consummate the Placement and allocate the New Shares, (ii) registration of the share capital increase relating to the New Shares issued in the Placement in the Swiss Commercial Register, and (iii) the VPS Shares corresponding to the New Shares in the Placement being issued in the Norwegian Central Securities Depository (VPS).

The Company's board of directors reserves the right to cancel the Placement at any time and for any reason prior to delivery of the New Shares. The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Placement is cancelled, irrespective of the reason for such cancellation. Further announcements relating to the Placement and the admission will be made in due course.

Advisors

The Company has appointed Bryan Garnier & Co as Sole Bookrunner. Advokatfirmaet Selmer AS and CPV Partners are acting as legal advisor to the Company, while First House has been engaged as communication adviser. Norne Securities AS is acting as settlement agent.

Contact details

For investors

Kjell Karlsen, Chief Financial Officer

Investors@astrocast.com

For media

Fatima Vigil

Astrocast

media@astrocast.com

Bryan, Garnier & Co

cosmos@bryangarnier.com

About Astrocast

Astrocast SA is the most advanced global Nanosatellite IoT Network to tackle challenges in industries such as Agriculture & Livestock, Oil, Gas & Mining, Maritime, Environmental, Connected Vehicles, and IoT Devices. The Astrocast Network enables companies to monitor, track, assess, and communicate with critical remote assets from anywhere in the world. In partnership with Airbus, CEA/LETI, the European Space Agency, and Thuraya, Astrocast developed Astronode S, a cutting-edge terminal 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, builds, and tests all of its products in-house, from the satellites to the terminals. The Astrocast Network will consist of 100 Low Earth Orbit (LEO) nanosatellites. Astrocast pilot customers include Actia, Marine Instruments and Wildlife Computers. For more information visit www.astrocast.com

Important notice:

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. 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.

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 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 (EU) 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.

The securities referred to in this announcement may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") except that the Company may offer such securities to less than 500 investors pursuant to the exemption provided in art. 37 (1) (b) FinSA. No application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This announcement does not constitute a prospectus or a key information pursuant to the FinSA, and this announcement nor any other related material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland, except in reliance of the above-mentioned exemption.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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 the Manager nor any of their 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.