Techstep ASA: Publication of prospectus and start of subscription period in the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 29 November 2022: Reference is made to the announcement by Techstep ASA ("Techstep" or the "Company") on 29 September 2022 regarding a NOK 103 million completed private placement (the "Private Placement") and a proposed subsequent offering of up to NOK 17.25 million (the "Subsequent Offering").
The Company has decided to proceed with the Subsequent Offering of up to 15,000,000 new shares (the "Offer Shares") at a subscription price of NOK 1.15 per new share (the "Offer Price"), being identical to the subscription price in the Private Placement, raising gross proceeds up to NOK 17.25 million.
The Subsequent Offering will be directed towards holders of the Company’s shares as of 3 October 2022 (the "Record Date") and who were not allocated Shares in the Private Placement and 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 (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 0.10316 Subscription Rights for each Share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share.
The subscription period for the Subsequent Offering commences tomorrow on 30 November 2022 at 09:00 CET and ends on 14 December 2022 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.
Today, on 29 November 2022, a listing prospectus for the new shares issued in the Private Placement and for the offering and listing of the Offer Shares in the Subsequent Offering (the "Prospectus") was approved by the Financial Supervisory Authority of Norway.
The new shares issued in the Private Placement have not been tradable until the approval of the Prospectus. Following approval of the Prospectus, the new shares issued in the Private Placement will be tradable and all shares in the Company is registered in the VPS with ISIN NO0003095309.
The Prospectus and the subscription form for the Subsequent Offering will, subject to regulatory restrictions in certain jurisdictions, be made available at www.arctic.com/secno/en/offerings and www.sb1markets.no and hard copies of the Prospectus may be obtained free of charge at the offices of the Company or by contacting the Managers. The Prospectus is also enclosed hereto, and available from the Company's website www.techstep.io/investor.
Subscribers in the Subsequent Offering who are residents of Norway with a Norwegian personal identification number are recommended to subscribe for Offer Shares through the VPS online application system by following the link to such online application system on the following website: www.arctic.com/secno/en/offerings and www.sb1markets.no. Subscribers in the Subsequent Offering not having access to the VPS online application system must apply using the subscription form attached to the Prospectus as Appendix A.
Additional information regarding the Subsequent Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.
Arctic Securities AS and SpareBank1 Markets AS (the “Managers”) are acting as managers in the Subsequent Offering. AGP Advokater AS is acting as legal advisor to the Company.
For further information, please contact:
Børge Astrup, CEO, Techstep ASA: +47 928 27 676
Anita Huun, CFO, Techstep ASA: +47 924 11 563
About Techstep ASA
Techstep is a mobile technology company that enables organisations to perform smartly, securely and sustainably through combining software, mobile devices and services to meet customers´ business and ESG goals. We are a leading provider of managed mobility services in the Nordics serving more than 2 000 customers in Europe, with an annual revenue of NOK 1.3 billion in 2021. We are listed on the Oslo Stock Exchange under the ticker TECH. To learn more, please visit techstep.io.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Techstep ASA. 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 "US 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 US 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 US 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”, “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. 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. Neither the Company nor the Managers undertake any obligation to review, update, confirm or 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 communication.
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 Managers nor any of their 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
