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Asetek A/S

Share Issue/Capital Change Feb 25, 2015

6301_iss_2015-02-25_a62fa970-1700-4d44-865d-f7a72348a5b4.html

Share Issue/Capital Change

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ASETEK - Private placement successfully completed

ASETEK - Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 25 February 2015

Reference is made to the stock exchange notice published on 24 February 2015.

Asetek A/S (the "Company", ticker "ASETEK") today announces that it has raised

NOK 100 million in gross proceeds through a private placement of 10,000,000 new

shares (the "Offer Shares"), each with a par value of DKK 0.10, at a price of

NOK 10.00 per share (the "Private Placement").

The Private Placement took place through an accelerated bookbuilding process

managed by Arctic Securities AS and Carnegie AS as Joint Bookrunners after close

of markets yesterday.

The net proceeds from the Private Placement will be used to i) prepare for data

center product launches and volume ramp-up during H2 2015 and 2016, including

optimization of manufacturing processes and capabilities; ii) strengthen data

center business development infrastructure in order to continue to accelerate

further OEM adoption; and iii) strengthen the balance sheet in order to support

further partnering with Tier 1 OEMs.

The completion of the Private Placement is conditional upon approval by an

extraordinary general meeting of the Company, expected to be held on or about 19

March 2015 (the "EGM"). Notification of conditional allotment for the Private

Placement will be sent to the applicants today through a notification to be

issued by the Joint Bookrunners. The Offer Shares will be settled through

delivery versus payment immediately after the registration of the share capital

increase following the EGM. Admission to listing and trading of the Offer Shares

on the Oslo Stock Exchange is subject to the approval of the Prospectus by the

Financial Supervisory Authority of Norway, which is expected on or about 24

March 2015.

The Private Placement was well subscribed at the issue price and was supported

by both existing shareholders as well as new investors. The waiver of the

preferential rights inherent in a private placement with such participation is

considered necessary in the interest of time and in order to ensure the new

equity at favorable terms.

The Board of Directors will propose to the EGM to conduct a subsequent offering

of up to 2,000,000 new shares directed towards the Company's shareholders as of

24 February 2015 (as documented by the shareholder register in the Norwegian

Central Securities Depository (VPS) on 26 February 2015) who were not allocated

shares in the Private Placement (the "Subsequent Offering"). The subscription

price in the Subsequent Offering will be equal to the subscription price in the

Private Placement.

Following registration of the new share capital pertaining to the Private

Placement in the Danish Business Authority, the Company will have 24,881,311

shares outstanding, each with a par value of DKK 0.10.

For further information, please contact:

André S. Eriksen, Chief Executive Officer

Mobile: +45 2125 7076, e-mail: [email protected]

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 assume 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. Arctic Securities and Carnegie are acting for the Company and no

one else in connection with the Private Placement and the Subsequent Offering

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 the Subsequent Offering 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.

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