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Kongsberg Automotive

AGM Information Apr 8, 2020

3648_iss_2020-04-08_12bbf4f8-51d7-4449-a70b-22d909c8a3e5.html

AGM Information

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Correction*: Notification to OSE - Extraordinary General Meeting

Correction*: Notification to OSE - Extraordinary General Meeting

*Reference is made to the announcement at 08:00 today. Below is the content of

the attachment in full.

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

OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, HONG KONG

OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement by Kongsberg Automotive ASA

(the "Company") on 3 April 2020.

The Board of Directors of the Company (the "Board") hereby summons for an

extraordinary general meeting in the Company to be held on 30 April 2020 at

14:00 hrs Norwegian time (the "EGM"). The Board proposes to the EGM that the EGM

passes resolutions to facilitate for the launch of a private placement of shares

(the "Private Placement") and a convertible bond issue (the "Convertible Bond

Issue") with the aim to raise MEUR 80-110.

Subject to market conditions, the Company intends to launch the Private

Placement and the placement of the Convertible Bond Issue in the period before

the EGM, and, depending on investor interest, to allocate the shares in the

Private Placement and the bonds in the Convertible Bond Issue to investors

before the EGM, with settlement being subject to approval from the EGM. The

Company anticipates directing the Private Placement and the Convertible Bond

Issue towards the Company's largest shareholders and selected investors pursuant

to exemptions from prospectus obligations.

The Board also asks the EGM to provide the Board with an authorisation to

conduct a repair issue following the Private Placement and the Convertible Bond

Issue (the "Subsequent Offering"). The Subsequent Offering will, if and when

carried out, and in any event following preparation and publication of a

prospectus, be directed towards shareholders of the Company as of the day the

Private Placement and the Convertible Bond Issue is placed, as registered in the

VPS two trading days thereafter, who are (i) not invited to participate in the

Private Placement or the Convertible Bond Issue and (ii) not resident in a

jurisdiction where such offering would be unlawful or (for jurisdictions other

than Norway) where such offering would require a prospectus, filing,

registration or similar action. The subscription price in the Subsequent

Offering will be equal to the subscription price in the Private Placement.

Depending on the prevailing market conditions and considerations of the Company,

key information relating to the Subsequent Offering will be announced in due

time if and when so determined by the board of directors.

As the subscription price and number of shares to be issued in the Private

Placement and Subsequent Offering is currently not known, the proposed

resolutions included in the EGM notice provides for ranges in this regard. The

loan amount and conversion price for the Convertible Bond has for the same

reason also been set to a range. The subscription price and exact number of

shares to be issued in the Private Placement as well as the exact loan amount

and final terms, including the conversion price, for the Convertible Bond Issue

will be determined by the Board in connection with the Private Placement and

Convertible Bond Issue based on investor interest. The proposed resolutions will

be specified by the Board in advance of the EGM within the ranges and further

principles set out in the notice of the EGM, and published by stock exchange

release in advance of the EGM.

The Board also proposes a share capital decrease by reduction of par value per

share.

For further information, please refer to the EGM notice and all related

documents to be considered by the EGM, which is attached hereto and made

available at the Company's website www.kongsbergautomotive.com. The EGM notice

together with proxy and attendance forms will also be sent to the Company's

shareholders.

Due to the corona pandemic and meeting restrictions, the shareholders are urged

not to attend the general meeting in person, but to exercise their shareholders

rights through advance voting or by providing a proxy as further described in

the notice.

Kongsberg Automotive has engaged SpareBank 1 Markets as financial advisor and

Advokatfirmaet Wiersholm as legal advisor for the proposed capital increase

process.

Contact: Jon Munthe, +47 901 14 582

Kongsberg Automotive provides world-class products to the global vehicle

industry. Kongsberg Automotive's business has a global presence with revenues of

more than EUR 1.1 billion and approximately 11,000 employees in 19 countries in

2019. The company is headquartered in Zurich, Switzerland. The parent company is

based in Norway and our stock is publicly traded on the Oslo stock Exchange.

Important information

This information is subject of the disclosure requirements under section 5-12 of

the Norwegian Securities Trading Act. This announcement is for information

purposes only and does not form a part of any offer to sell, or a solicitation

of an offer to purchase, any securities of the Company.

Neither this announcement nor any copy of it may be taken or transmitted

directly or indirectly into the United States, Australia, New Zealand, Canada,

Hong Kong or Japan, or to any persons in any of those jurisdictions, except in

compliance with applicable securities laws. Any failure to comply with this

restriction may constitute a violation of national securities laws.

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"), or any securities laws of any state or other jurisdiction of the United

States and may not be offered or sold within the United States except pursuant

to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and in compliance with applicable state law.

There will be no public offer of securities in the United States.

This announcement is an advertisement and does not constitute a prospectus for

the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together

with any applicable implementing measures in any EEA member state, the

"Prospectus Regulation"). In any EEA member state that has implemented the

Prospectus Regulation, this communication is only addressed to and is only

directed at qualified investors in that member state within the meaning of the

Prospectus Regulation.

The Manager is acting exclusively for the Company and no one else in connection

with the transactions described herein and assume no responsibility for this

announcement. Neither the Manager or any of its respective directors, officers,

employees, advisers or agents accepts any responsibility or liability whatsoever

for/or makes any representation or warranty, express or implied, as to the

truth, accuracy or completeness of the information in this announcement (or

whether any information has been omitted from the announcement) or any other

information relating to the Company, its subsidiaries or associated companies,

whether written, oral or in a visual or electronic form, and howsoever

transmitted or made available or for any loss howsoever arising from any use of

announcement or its contents or otherwise arising in connection therewith.

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