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 earlier today on 28 April 2026
by Axactor ASA (the "Company" and together with its subsidiaries, the "Group")
regarding a contemplated private placement (the "Private Placement") of new
shares in the Company (the "Offer Shares").
The Company is pleased to announce that the Private Placement has been
successfully placed, raising gross proceeds of the NOK equivalent of EUR 200
million (based on the EURNOK rate of 10.9525 (NOK 10.9525 per EUR) as published
by Norges Bank 24 April 2026), through the conditional allocation of 466,063,829
Offer Shares at an offer price of NOK 4.70 per Offer Share (the "Offer Price").
The net proceeds from the Private Placement will be used to strengthen the
capital structure of the Company, lower the cost of funding and enhance
liquidity to support future growth.
In accordance with their pre-commitments, funds managed by affiliates of
Fortress Investment Group ("Fortress") were allocated 235,703,836 Offer Shares
while Geveran Trading Company Ltd ("Geveran") were allocated 121,762,997 Offer
Shares.
In addition, AWE Invest AS, a company closely associated with the chairperson
Terje Mjøs, was allocated 1,000,000 Offer Shares.
Completion of the Private Placement remains subject to: (i) all necessary
corporate resolutions being validly made by the Company including, without
limitation, the General Meeting of the Company to be held on or about 20 May
2026 (the "EGM") resolving (a) the share capital increase that is necessary to
issue the Offer Shares, (b) authorization to the Board to resolve the share
capital increase necessary for the Subsequent Offering (as defined below) and
(c) the share capital decrease through a reduction of the par value per share to
facilitate the issuance of the Offer Shares at the Offer Price, (together, the
"EGM Resolutions"), and (ii) the Share Lending Agreement (as defined below)
remaining in full force and effect with respect to the Offer Shares.
Subject to fulfillment of these conditions, settlement of Offer Shares allocated
to investors other than Geveran and Fortress is expected to take place on or
about 22 May 2026 on a delivery versus payment (DVP) basis. Settlement of the
Offer Shares towards investors other than Geveran and Fortress are expected to
be facilitated through the delivery of existing and unencumbered shares in the
Company that are already admitted to trading on Euronext Oslo Børs pursuant to a
share lending agreement entered into between the Managers, the Company and
Geveran (the "Share Lending Agreement"). The Managers will settle the share
lending arrangement with new shares in the Company at the Offer Price resolved
issued by the EGM.
The Private Placement may be cancelled if the above-mentioned conditions are not
fulfilled.
The Company's Board will, subject to completion of the Private Placement and
prevailing market conditions, carry out a subsequent offering of up to
46,606,383 new shares at the same price as the Offer Price (the "Subsequent
Offering") to raise gross proceeds up to the NOK equivalent of EUR 20 million
(based on the EURNOK rate of 10.9525 (NOK 10.9525 per EUR) as published by
Norges Bank on 24 April 2026) which, subject to applicable securities laws, 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 Offer
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.
The Private Placement entails a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Liability Companies Act and the Norwegian Securities Trading Act, and is
of the opinion that it is in compliance with these requirements. The Private
Placement is an integral part of the transformational transaction referred to in
the stock exchange release issued by the Company earlier today. Further, by
structuring the transaction as a private placement, the Company was able to
raise capital in an efficient manner, with a lower discount to the current
trading price and with significantly lower completion risks compared to a rights
issue. Finally, the Company intends to implement the Subsequent Offering to
limit the dilutive effect for shareholders not participating in the Private
Placement.
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 Private Placement.
Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in
connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as
a legal advisor to the Managers in connection with the Private Placement.
UBS is acting as financial advisor and BAHR is acting as legal advisor to
Fortress in connection with the Private Placement.
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
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Eilif Drageseth, Deputy CFO at Axactor ASA, on 28
April 2026 at 23:30 CEST.
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.