Share Issue/Capital Change • Aug 14, 2017
Share Issue/Capital Change
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Axactor completes NOK 598 million private placement to finance participation in co-investment partnership and further growth
Oslo, 14 August 2017 - Axactor AB (publ) ("Axactor" or the "Company")
has today completed a private placement with gross proceeds of NOK
598 million (the "Private Placement") in order to fund Axactor's
equity investment in the portfolio investment company to be
established together with Geveran Trading Co. Limited, a company
indirectly controlled by trusts established by Mr. John Fredriksen
for the benefit of his immediate family ("Geveran"), and further
portfolio acquisitions.
Axactor has through the Private Placement placed 240 million new
shares (the "Offer Shares") for gross proceeds of NOK 598 million.
The subscription price per Offer Share (the "Offer Price") was set at
NOK 2.49, equal to the close price on 11 August 2017.
The Private Placement was directed at Geveran and existing
shareholders of Axactor. Following completion of the Private
Placement, Geveran will own 151 million shares, representing 9.96 per
cent of the outstanding shares. Management did not participate in the
Private Placement due to certain restrictions under Swedish law.
DNB Markets, a part of DNB Bank ASA acted as manager for the Private
Placement (the "Manager").
Notification of allotment will be sent to the applicants by the
Manager on or about 14 August 2016.
In order to provide for prompt registration of the share capital
increase, the Company and the Manager have entered into an agreement
related to pre-funding of the payment for the Offer Shares allocated
in the Private Placement, such agreement regulating inter alia
certain rights and obligations of the Company and the Manager related
to the pre-funding.
The Private Placement is divided into i) a tranche 1 consisting of
75,610,500 Offer Shares (the "Tranche 1"), and ii) a tranche 2
consisting of 164,389,500 Offer Shares (the "Tranche 2").
The Tranche 1 shares are tradable once the share capital has been
registered in the Swedish Companies Registry and announced by the
Company, expected on or about 17 August 2017. The Offer Shares in
Tranche 1 will be settled through a delivery versus payment
transaction expected on or about 18 August 2017.
The Offer Shares in Tranche 2 will be settled through a delivery
versus payment transaction following the registration of the share
capital in the Swedish Companies Registry and approval of a listing
prospectus by the Swedish Financial Supervisory Authority. The
settlement of Tranche 2 is expected in the second half of September
2017 and the Offer Shares in Tranche 2 will be tradable from the same
time.
The Offer Shares to be issued in connection with the Private
Placement will be issued based on the board authorisation granted by
the Company's annual general meeting on 31 May 2017. Following the
registration of the new share capital in Tranche 1 and Tranche 2, the
Company will have 1,516,488,769 shares outstanding and a total share
capital of EUR 79,312,362.62.
As a consequence of the private placement structure, the
shareholders' preferential rights were deviated from. After due
considerations, the Board of Directors of the Company is of the
opinion that the Private Placement is in the best interest of the
Company and its shareholders. The Board of Directors has taken into
consideration, among other things, the fact that the Private
Placement was required in order to agree the letter of intent
regarding the establishment of the portfolio investment company with
Geveran and that the Private Placement will enable Axactor to further
strengthen its shareholder base with Geveran, a strategic and high
quality investor with long experience within the sector, and that the
Offer Price is equal to the market price of the shares. The Board of
Directors is of the opinion that there are sufficient reasons to
deviate from the shareholders' pre-emption right to subscribe for the
new shares.
As described in the Company's stock exchange notice regarding the
establishment of the investment portfolio company with Geveran,
Axactor has resolved to grant 130,000,000 American style warrants in
Axactor to Geveran in relation to the establishment of the portfolio
investment company.
Due to the changes in the ownership structure following completion of
the Private Placement, Geveran has requested that the Board of
Directors call for an extraordinary general meeting in order for
Geveran to have one representative in the Board of Directors. The
nomination committee has been notified and will start its work to
evaluate changes to the new Board of Directors. The Board of
Directors will call for an extraordinary general meeting as soon as
the nomination committee has made a proposal.
For additional information, please contact:
Endre Rangnes, CEO Axactor
Mobile phone: +47 4822 1111
Email: [email protected]
or
Geir Johansen, CFO & Investor Relations, Axactor
Mobile phone: +47 4771 0451
Email: [email protected]
www.axactor.com
About Axactor
Axactor Group specializes in both Debt Collection and Debt Purchasing
across several countries, with operations in Italy, Germany, Norway,
Sweden and Spain. The company has a Nordic base and an ambitious Pan-
European growth strategy, which targets the market for non-performing
loans (NPL) in Europe. This market is estimated to be about 1,500
billion euros across Europe providing significant opportunities for
Axactor's future expansion. Axactor has approximately 888 employees.
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