Asetek A/S

Prospectus • Mar 23, 2015

ASETEK - Approved Prospectus

ASETEK - Approved Prospectus

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

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

Oslo, 23 March 2015

Reference is made to the stock exchange notice published by Asetek A/S (the

"Company", ticker "ASETEK") on 25 February 2015 regarding the completed Private

Placement, and on 19 March 2015 regarding the minutes from an extraordinary

general meeting which included the approval of the Private Placement and the

Subsequent Offering (as defined in the stock exchange notice).

The Financial Supervisory Authority of Norway has today approved a prospectus

prepared by the Company covering the following:

· Listing of 10,000,000 new shares issued in connection with the completed

Private Placement

· Offering and listing of up to 2,000,000 offer shares ("Offer Shares") with

subscription rights for existing shareholders of the Company as per the end of

24 February 2015, as registered in the Norwegian Central Security Depository

(VPS) on 26 February 2015, who were not allocated new shares in the Private

Placement (the "Subsequent Offering")

The Subsequent Offering comprises an offering of up to 2,000,000 Offer Shares at

a subscription price of NOK 10, corresponding to gross proceeds of up to NOK 20

million.

Each eligible shareholder will be granted 0.42760 non-transferable subscription

rights per share owned as per the end of 24 February 2015. The number of

subscription rights will be rounded down to the nearest whole subscription

right. Each subscription right gives the right to subscribe for and be allocated

one Offer Share in the Subsequent Offering. Over-subscription is allowed.

The subscription period for the Subsequent Offering is from and including 25

March 2015 to 10 April 2015 at 16:30 (CET). Please note that subscription rights

that are not used to subscribe for Offer Shares before the end of the

subscription period will lapse without compensation and consequently be of no

value.

The Subsequent Offering is managed by Arctic Securities AS and Carnegie AS.

The  Prospectus  together  with  the  Subscription  Form  will  be  available at

www.asetek.com, www.arcticsec.no and www.carnegie.no, and will also be available

free of charge at the business offices of the Company and the managers.

Norwegian investors with a VPS account can in addition subscribe for Offer

Shares online at www.arcticsec.no and www.carnegie.no.

For further information, please contact:

André S. Eriksen, Chief Executive Officer

Mobile: +45 2125 7076, e-mail: ceo@asetek.com

Peter Dam Madsen, Chief Financial Officer

Mobile: +1 408 813 4147, e-mail: pdm@asetek.com

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 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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