Capital/Financing Update • Feb 15, 2023
Capital/Financing Update
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Astrocast: Issuance of convertible loans
LAUSANNE, Switzerland, February 15, 2023 – Astrocast
On 24 November 2022, Astrocast SA ("Astrocast" or the "Company") announced that the Company has funded requirements for existing operations through convertible notes to existing investors. The Company has now negotiated and entered into additional convertible loan agreements with existing long-term investors regarding the issuance of convertible loans with a total principal amount of approx. 1.6 MCHF (approx. 17.6 MNOK).
Following the issue, the Company has issued convertible loans for a total of approx. 7.4 MCHF (approx. 81.3 MNOK) (the "Convertible Loans"). The principal plus any interest can be converted into shares in the Company, at a premium to market price at issue date. As of this date, no amount of the Convertible Loans has been converted into shares in the Company and the Convertible Loans remains outstanding in full.
The Convertible Loan agreements are subject to customary terms and conditions, including inter alia with respect to adjustments for subsequent issues, qualified equity issues or financing and other.
Issuance of the Convertible Loans implies a deviation from the existing shareholders' pre-emptive rights to subscribe for financial instruments. The board of directors has carefully considered such deviation and has resolved that the issuance is in the best interests of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the terms of the Convertible Loans, the possibility to raise funds in an expedient and flexible manner, the fact that such terms were offered by third party and therefore could be considered entered at arm's length and the necessity for the Company to ensure financing in line with its strategy. The board of directors of the Company has decided to re-assess the question of the pre-emptive rights at the end of the debt financing.
The liquidity for the Company remains tight as the Company is continuing to assess strategic alternatives for strengthening its financial position on a long-term basis. The Company is in ongoing dialogue with existing and potential new partners to secure financing of the Company's further operations. Inter alia through the Convertible Loans, the Company is experiencing strong support from its current investor base and is continuing operations in line with its communicated strategy.
Contact details
For investors
Kjell Karlsen, Chief Financial Officer
Media Contact Astrocast
Fatima Vigil, Head of Marketing
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
Important notice:
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.
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.
Forward-looking statements
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.
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.
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. 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.
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