Kyoto Group AS: Launch of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 2 February 2023: Reference is made to the stock exchange notice from Kyoto Group AS ("Kyoto" or the "Company") on 11 January 2023 with key information in relation to a subsequent offering of up to 500,000 new shares (the “Subsequent Offering”) at a subscription price of NOK 17.50 per share (the "Offer Price"). The Offer Price is similar as the offer price in the private placement of new shares that was successfully placed on 10 January 2023 (the "Private Placement").

The Company has decided to proceed with the Subsequent Offering, which may raise total gross proceeds of up to 8,750,000. The Subsequent Offering will be directed towards existing shareholders in the Company as of the end of trading on 10 January 2023, as registered in Euronext Securities Oslo ("Euronext VPS") on 12 January 2023 ("Record Date"), who (i) not allocated shares in the Private Placement, (ii) who were not actively involved in the presounding for the Private Placement and (iii) who 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. (the "Eligible Shareholders").

Eligible Shareholders are being granted non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.13 Subscription Rights for each Share held as recorded on the Record Date. Each Subscription Right will give the right to subscribe for one (1) Offer Share. Over-subscription by Eligible Shareholders having received subscription rights will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted, however so that shareholders that participated in the Private Placement will be allowed to subscribe for and be allocated Offer Shares to the extent the Offer Shares are not fully subscribed by Eligible Shareholders.

The subscription period for the Subsequent Offering commences on 6 February 2023 at 09:00 CET and ends on 13 February 2023 at 16:30 CET (the "Subscription Period").

The Company, in consultation with the Managers (as defined below), reserves the right to extend the Subscription Period for the Subsequent Offering at any time and without any prior written notice and at its sole discretion.

The terms and conditions for the Subsequent Offering is set out in the offering material available at www.ir.kyotogroup.no/, www.arctic.com and www.fearnleysecurities.com. Reference is also made to the investor presentation available thereto dated January 2023 which includes, inter alia, a description of the Company and the material risk factors associated with an investment in the Offer Shares.

In order to subscribe for shares, the Managers (as defined below) must either receive a complete and duly signed subscription form or a subscription through VPS' solution for share subscription within the end of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

The due date for payment of the Offer Shares is expected to be on 16 February 2023. The Offer Shares will, after registration of the share capital increase in Norwegian Register of Business Enterprises pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the applicant's VPS account on or about 21 February 2023. The Offer Shares will have equal rights and rank pari passu with the Company's other shares.

Completion of the Subsequent Offering is subject to (i) all necessary corporate resolutions being validly made by the Company, including the board of directors resolving to consummate the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the extraordinary general meeting of the Company held on 18 January 2023, and (ii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises and delivery of the Offer Shares to the subscribers in the VPS. 

Arctic Securities AS and Fearnley Securities AS are acting as managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal counsel to Kyoto.