Kitron ASA - Contemplated private placement
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(22 December 2021) Kitron ASA (OSE: KIT) (“Kitron” or the “Company”) announces an intention to carry out a private placement (the "Private Placement") by issuing up to approx. 17.9 million new shares (the "New Shares"). The final size of the Private Placement and the number of New Shares to be issued will be resolved by the Board of Directors of the Company (the “Board”) following a book building process, within the current authorisation granted by the Annual General Meeting on 21 April 2021. SpareBank 1 Markets AS is acting as sole bookrunner (the “Sole Bookrunner”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used to partly finance the acquisition of BB Electronics A/S as announced by Kitron on 20 December 2021 as well as general corporate purposes in line with Kitron's communicated strategies.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of the New Shares in the Private Placement will be determined through an accelerated book building process. The book building period commences today at 16:30 CET and will close at 08:00 CET on 23 December 2021. The book building may, at the discretion of the Company and the Sole Bookrunner, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. If the book building is shortened or extended, any other dates referred to herein may be amended accordingly. The Company will announce the final number of New Shares placed and the final subscription price in the Private Placement (the “Subscription Price”) in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 23 December 2021. Completion of the Private Placement is subject to final approval by the Company's Board.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 and ancillary regulations, are available.
Notification of allotment and payment instructions is expected to be issued to the applicants on or about 23 December 2021 through a notification to be issued by the Sole Bookrunner. The allocation will be determined at the end of the book building period and final allocation will be made at the Board of Directors' sole discretion, following advice from the Sole Bookrunner.
The New Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction. The New Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange to be lent from Varner Equities AS, VJ Invest AS and Velven Gård AS (collectively, the “Share Lenders”) by the Sole Bookrunner (the “Share Loan”) pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Sole Bookrunner, the Company and the Share Lenders, and settlement is subject to delivery to the Sole Bookrunner of borrowed shares under the Share Lending Agreement. The New Shares will be tradable from allocation. The registration of the share capital increase in the Norwegian Register of Business Enterprises (the "NRBE") is expected to be on or about 24 December 2021.
The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a pre-sounding and a publicly announced book building process. By this, a market based subscription price will be achieved.
The Company may consider to conduct a subsequent share offering of new shares (the "Subsequent Offering") at the same price as the final Subscription Price, subject to (i) completion of the Private Placement, (ii) the Board being granted an authorisation to this effect by an extraordinary general meeting and (iii) certain other conditions. If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
The Company's latest company update presentation is available at https://kitron.com/.
Advokatfirmaet Selmer AS is acting as legal advisor to Kitron in connection with the Private Placement.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 94 84 08 50
Cathrin Nylander, CFO, tel: +47 900 43 284 E-mail: [email protected]
Kitron is a leading Scandinavian electronics manufacturing services company for the Connectivity, Electrification, Industry, Medical devices and Defence/Aerospace sectors. The company is located in Norway, Sweden, Lithuania, Germany, Poland, China and the United States. Kitron had revenues of about NOK 4.0 billion in 2020 and has about 1 800 employees. www.kitron.com
Inside information
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 Cathrin Nylander, Chief Financial Officer at Kitron ASA on 22 December 2021 at 16:30 CET on behalf of the Company.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Sole Bookrunners 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 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 in the Company. Neither the Sole Bookrunner nor any of its respective affiliates accepts any liability arising from the use of this announcement.
