Tekna Holding AS: NOK 750 million private placement successfully completed
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Reference is made to the stock exchange announcement by Arendals Fossekompani AS on 22 March 2021 regarding Tekna Holding AS’ ("Tekna" or the "Company") contemplated private placement of new shares in the Company raising up to approximately NOK 650 million in gross proceeds (the "Private Placement"). The Company is pleased to announce that the Private Placement has been successfully placed.
The Private Placement was multiple times over-subscribed and attracted significant interest from high-quality domestic, Nordic and international investors including cornerstone investors such as Lugard Road Capital (managed by Luxor Capital Group), Norron, Andenæsgruppen, Blackcrance, together with Storebrand and Delphi funds.
The Private Placement consisted of 24,074,074 new shares (the "New Shares") at NOK 27 per share (the “Offer Price”) raising gross proceeds of approximately NOK 650 million and an over-allotment of 3,703,703 additional shares (the "Additional Shares", and together with the New Shares, the "Private Placement Shares"), representing 15 percent of the New Shares allocated in the Private Placement and bringing total gross proceeds raised in the Private Placement to NOK 750 million.
The Additional Shares will be settled by existing shares borrowed from Arendals Fossekompani ASA ("Arendals Fossekompani") to the Managers (as defined below) (the "Over-allotment Option"), and which will be redelivered to Arendals Fossekompani upon expiry of the stabilization period described below. The Company has granted Arctic Securities AS, acting as stabilization manager on behalf of the Managers (the "Stabilization Manager"), an option to subscribe, at a price of NOK 27 per share (which is equal to the Offer Price in the Private Placement), up to a number of new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the "Greenshoe Option"). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised.
The net proceeds from the Private Placement will be used to fund growth investments, repayment of shareholder loans and for general corporate purposes.
Notification of allotment of the Private Placement Shares, including settlement instructions, will be sent to the applicants allocated Private Placement Shares through a notification from the Managers on or about 24 March 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 30 March 2021. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement entered into between the Company and the Managers.
Key employees, members of the board of directors in Tekna Holding AS and Arendals Fossekompani, including Chair of the Board in Tekna Holding AS and CEO at AFK, Ørjan Svanevik, board member in Tekna Holding AS and CFO at Arendals Fossekompani, Lars Peder Fensli, board member in Tekna Holding AS and EVP at AFK, Torkil Mogstad and CEO in Tekna Holding AS and EVP at AFK, Morten Henriksen were allocated shares in the Private Placement in accordance with their pre-commitments, for an aggregate amount of approximately 4.6 million.
The allocation of the Offer Shares has been resolved by the Company's Board of Directors. The completion of the Private Placement by delivery of the Offer Shares is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, an extraordinary general meeting of the Company resolving to issue the Primary Shares, and (ii) the registration of the share capital increase in the Company pertaining to the Primary Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place. The Company's shares are expected to commence trading on Euronext Growth Oslo, a multilateral trading facility, on or about 30 March 2021 (the “Listing”).
The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares (the "Shares") on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of the Company.
Arctic Securities AS and Carnegie AS are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Wiersholm AS is acting as legal advisor to Tekna, while Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Luc Dionne, Chief Executive Officer Tekna Canada
Morten Henriksen, Chairman Tekna Canada and CEO Tekna Holding AS
Tel: +47 916 28 871
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. 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.
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 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 (EU) 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement.
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 affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability 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 of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
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.