Initiating potential buy-back of own shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
Reference is made to the authorization given by the extraordinary general meeting of Otello Corporation ASA (the “Company") on 30 September 2021 for the Company to buy back up to 12,474,950 shares in the Company.
The Company has engaged Pareto Securities AS (the "Manager") to explore a potential buy-back of up to 11,200,000 shares in the Company (the “Offering”), which, following the recently completed share capital reduction, equals up to approx. 10% of the shares outstanding. The Company reserves the right, at its own discretion, to buy back fewer shares or no shares at all in the Offering. The Offering will be conducted at a fixed price of NOK 26.50 per share (the “Offering Price”). All shareholders in the Company are invited to sell shares in the Offering at the Offering Price. No selling commission will be charged to the selling shareholders in the Offering.
The Company is, as previously communicated, committed to distribute all excess cash in the Company to its shareholders over time. As part of this strategy the board of directors of the Company has decided to carry out the Offering. The Company will seek to cancel all shares bought back in the Offering as soon as possible (reduction of the current share capital).
The Company currently has 112,299,727 shares outstanding which at the Offering Price corresponds to a market capitalization of approx. NOK 2,975 million. Prior to the Offering the Company holds no shares in the Company.
The application period commences at 09:00 hours (CET) on 1 December 2021 and is expected to close at 16:30 hours (CET) on 7 December 2021 (the “Application Period”). The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly. The notification of allocation is expected to be made before 09:00 hours (CET) on 8 December 2021, the trade date is expected to be on or about 8 December 2021 (T), and the settlement date is expected to be on or about 10 December 2021 (T+2). The settlement will be conducted on a normal delivery-versus-payment basis (DVP).
In the event that the total volume offered by selling shareholders in the Offering exceeds 11,200,000 shares (or such reduced number of shares the Company wishes to buy back in the Offering) the allocation of the Offering will, to the extent possible, be made on a pro rata basis based on the volume offered by each selling shareholder in the Offering with the objective of treating all shareholders equally.
Shareholders in the Company wishing to participate in the Offering can contact the Manager at +47 22 87 87 50. In order to validly participate in the Offering, the acceptance form attached hereto must be completed in full and received by the Manager before the end of the Application Period.
For further information, please contact: Petter Lade / CFO / +47 91143878 / [email protected]
IMPORTANT NOTICE
The Offering will be carried out in accordance with applicable laws and regulations and information pertaining to the Offering will be disclosed by way of stock exchange notices.
The Company is at the launch of the Offering not in possession of material non-public information.
The information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions.
