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Lokotech Group ASA Share Issue/Capital Change 2026

Apr 1, 2026

3615_rns_2026-04-01_7d094c77-ceb7-474e-afa8-b6ad987a47c9.html

Share Issue/Capital Change

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Commencement of the Exercise Period for the Warrants

Commencement of the Exercise Period for the Warrants

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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

RELEASE WOULD BE UNLAWFUL.

Oslo, 1 April 2026: Reference is made to the stock exchange announcement

published by Lokotech Group AS (the "Company") on 31 March 2026 regarding the

exercise price and further information relating to the exercise period for the

54,908,272 warrants (the "Warrants") issued to the subscribers in the rights

issue where the Company raised gross proceeds of approx. NOK 139 million.

Each Warrant gives the holder a right to subscribe for one new share (such new

shares jointly the "New Shares") in the Company at an exercise price of NOK

0.6063 (the "Exercise Price").

Pareto Securities AS is acting as manager in connection with the exercise

period for the Warrants (the "Manager"). Advokatfirmaet Arntzen AS is acting

as legal counsel to the Company.

Exercise period

The exercise period for the Warrants will commence today, on 1 April 2026 at

09:00 (CEST) and end on 15 April 2026 at 16:30 (CEST) (the "Exercise Period").

The last day of trading for the Warrants will be 9 April 2026. The Warrants

will hence only be tradeable during part of the exercise period. Warrants

which are not sold within 16:30 (CEST) on 9 April 2026 or exercised within

16:30 (CEST) on 15 April 2026 will lapse with no compensation to the holders.

Exercise procedure

The Warrants are exercised through the submission of a duly completed exercise

form for the Warrants (the "Exercise Form") to the Manager at the address or

email address set out in the Exercise Form or through the VPS online

subscription system within the Exercise Period. The Exercise Form is available

at the Manager's website (www.paretosec.com/transactions). By completing and

submitting an Exercise Form, the holder of the relevant Warrants irrevocably

undertakes to acquire a number of New Shares equal to the number of Warrants

exercised at the Exercise Price.

Payment for and delivery of New Shares

Notifications of allocated New Shares and the corresponding aggregate exercise

price to be paid by each subscriber are expected to be distributed on or about

16 April 2026. Payment for the New Shares issued to the subscriber following

the Exercise Period falls due on 20 April 2026 in accordance with the payment

procedures described in the Exercise Form.

Subject to timely payment of the aggregate subscription amount for the New

Shares, the Company expects that the share capital increase pertaining to the

issuance of the New Shares will be registered with the Norwegian Register of

Business Enterprises (Nw. Foretaksregisteret) (the "NRBE") on or about 24

April 2026 and that the New Shares will be delivered to the VPS accounts of

the subscribers to whom they are allocated on or about 27 April 2026.

A subscriber's default in timely payment of the aggregate exercise price for

the New Shares subscribed by such subscriber may, at the Company's and the

Manager's sole discretion, amongst other things, result in the subscribed New

Shares not being issued. In such an event, the exercised Warrants may be

considered forfeited and will not give a right to subscribe for New Shares.

Financial intermediaries

If Warrants are registered through a financial intermediary, the financial

intermediary will customarily give the holder details of the aggregate number

of Warrants which it is entitled to exercise. The relevant financial

intermediary will customarily supply each holder with this information in

accordance with its usual customer relations procedures. Holders of Warrants

through a financial intermediary should contact the financial intermediary if

they have received no information with respect to the Warrants.

Listing and commencement of trading in the New Shares

The New Shares issued upon exercise of Warrants will be listed on Euronext

Growth Oslo under ISIN NO0010921299 and ticker code LOKO. The New Shares will

be listed as soon as the New Shares are fully paid, the share capital increase

pertaining to the Exercise Period has been registered with the NRBE, and the

New Shares have been issued in the VPS.

The New Shares may not be transferred or traded before (i) they have been

fully paid, (ii) the share capital increase pertaining to the New Shares has

been registered with the NRBE, and (iii) the New Shares have been issued in

the VPS.

This information is subject to the disclosure requirements pursuant to the

Continuing Obligations and Section 5-12 of the Norwegian Securities Trading

Act.

For more information, please contact:

CEO, Ola Stene-Johansen, email [email protected]

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for

sale, or a solicitation of an offer to purchase, any securities of the Company

in the United States or any other jurisdiction. Copies of these materials 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. Any sale in the United States of the securities mentioned herein will be

made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A

under the Securities Act, pursuant to an exemption from the registration

requirements under the Securities Act, as well as to major U.S. institutional

investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as

amended.

This communication contains certain forward-looking statements concerning

future events, including possible issuance of equity securities of the

Company. 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

communication are based upon various assumptions, many of which are based, in

turn, upon further assumptions. The Company believes that these assumptions

were reasonable when made. However, 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

its control. Such risks, uncertainties, contingencies and other important

factors include the possibility that the Company will determine not to, or be

unable to, issue any debt, hybrid or equity securities, and 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. The information, opinions and

forward-looking statements contained in this communication speak only as at

its date and are subject to change without notice.

Each of the Company, the Manager and their respective affiliates disclaims any

obligation or undertaking to update, review or revise any statement contained

in this communication whether as a result of new information, future

developments or otherwise. Neither the Manager nor any of its affiliates makes

any representation as to the accuracy or completeness of this announcement and

none of them accepts any liability arising from the use of this announcement

or 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. Certain figures contained in this announcement, including

financial information, have been subject to rounding adjustments. Accordingly,

in certain instances, the sum or percentage change of the numbers contained in

this announcement may not conform exactly with the total figure given.

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. Any failure to comply

with these restrictions may constitute a violation of the securities laws of

any such jurisdiction. Specifically, neither this announcement nor the

information contained herein is for publication, distribution or release, in

whole or in part, directly or indirectly, in or into or from the United States

(including its territories and possessions, any state of the United States and

the District of Columbia), Australia, Canada, Hong Kong, Singapore, South

Africa, Japan or any other jurisdiction where to do so would constitute a

violation of the relevant laws of such jurisdiction.