NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the announcement published on 28 April 2026 by Axactor ASA
(the "Company" and together with its subsidiaries, the "Group") regarding the
successful private placement and allocation of 466,063,829 new shares at a
subscription price of NOK 4.70 per new share, raising gross proceeds of the NOK
equivalent of EUR 200 million (based on the EURNOK rate on of 10.9525 (NOK
10.9525 per EUR) as published by Norges Bank 24 April 2026) (the "Private
Placement") and a potential subsequent offering (the "Subsequent Offering").
The Board will propose that an extraordinary general meeting of the Company,
expected to be held on or about 20 May 2026, (the "EGM") resolves to grant the
Board an authorization to issue up to 46,606,383 new shares at NOK 4.70 per
share in order to conduct the Subsequent Offering. The total maximum
subscription amount of the Subsequent Offering will be the NOK equivalent of EUR
20 million (based on a EURNOK rate of 10.9525 (NOK 10.9525 per EUR) as published
by Norges Bank 24 April 2026).
The Subsequent Offering will, if conducted, be subject to, among other things:
(i) completion of the Private Placement, (ii) relevant corporate resolutions,
including approval by the Board, and the EGM approving the board authorisation
to issue shares in the Subsequent Offering, (iii) the publication of a
prospectus for the Subsequent Offering and the listing of the shares issued as
part of the Private Placement, (iv) registration of the share capital increase
pertaining to the shares issued in the Subsequent Offering, and (v) the
prevailing market conditions.
The Subsequent Offering will be directed towards existing shareholders in the
Company as at 28 April 2026 (as registered with the VPS on 30 April 2026) who
(i) were not allocated shares in the Private Placement, and (ii) are not
resident in a jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway) require any prospectus filing, registration or
similar action.
In accordance with the continuing obligations of companies listed on Euronext
Oslo Børs, the following key information is given with respect to the Subsequent
Offering:
* Date on which the terms and conditions of the Subsequent Offering were
announced: 28 April 2026
* Last day including right: 28 April 2026
* Ex-date: 29 April 2026
* Record date: 30 April 2026
* Date of approval: 20 May 2026
* Maximum number of new shares: 46,606,383
* Subscription price: NOK 4.70
Advisors:
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp,
filial i Norge, are acting as Managers in the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in
connection with the Subsequent Offering.
For further information, please contact:
Johnny Tsolis, CEO, Axactor Tel: +47 913 35 461 E-mail:
johnny.tsolis@axactor.com
Kyrre Svae, Deputy CEO and Chief Strategy Officer, Axactor Tel: +47 478 39 405
E-mail: kyrre.svae@axactor.com
To learn more about Axactor, visit www.axactor.com
IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. Any sale in the United States of the securities mentioned in this
communication will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the U.S. Securities Act. No public offering of the securities
will be made in the United States.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. In
any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
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 could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of its respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is not a prospectus. No prospectus is required and no such
prospectus or similar document will be published in connection with the Private
Placement. 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.
Neither the Manager nor any of its respective affiliates accepts any liability
arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
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.