RECEIPT OF SUBSCRIPTION RIGHTS IN THE PARTIALLY UNDERWRITTEN RIGHTS ISSUE BY PRIMARY INSIDERS AND THEIR CLOSE ASSOCIATES
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 7 May 2025: Reference is made to the stock exchange announcement published by Lokotech Group AS (the "Company") earlier today, 7 May 2025, regarding the commencement of the subscription period in the partially underwritten rights issue (the "Rights Issue"). As part of this process, tradable subscription rights ("Subscription Rights") have been allocated to primary insiders and their close associates. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one (1) new share ("Offer Share") in the Rights Issue. Over-subscription with Subscription Rights is allowed.
The following Subscription Rights in the Company have today, on 7 May 2025, been allocated, without consideration, to primary insiders of the Company and their close associates:
• Prozium AS, a company closely associated with CTO of the Company, Christian Rustad, has received 108,263,731 Subscription Rights in the Company
• Infigent AS, a company associated with CEO of the Company, Ola Stene-Johansen, has received 34,811,321 Subscription Rights in the Company
• Black Monday Holding AS, a company closely associated with the chairman of the board of directors of the Company, Yngve Bolstad Johansen, has received 13,732,927 Subscription Rights in the Company
• Ruben Gómez Morales, CEO of PowerPool SL, has received 8,883,503 Subscription Rights in the Company
• Blipit AS, a company closely associated with CFO of the Company, Benjamin Woodruff Miklozek, has received 39,395,971 Subscription Rights in the Company
• Ola Stene-Johansen, CEO of the Company, has received 9,771,118 Subscription Rights in the Company • Susheel Raj Nuguru, board member of the Company, has received 1,586,993 Subscription Rights in the Company
• Yngve Bolstad Johansen, chairman of the board of directors, has received 2,718,164 Subscription Rights in the Company
• Christian Rustad, CTO of the Company, has received 2,252,118 Subscription Rights in the Company
• Benjamin Woodruff Miklozek, CFO of the Company, has received 9,989,505 Subscription Rights in the Company
• Wiktor Boguchwal Miesok, board member of the Company, has received 476,098 Subscription Rights in the Company
• Henrik Danielsen, board member of the Company, has received 16,650 Subscription Rights in the Company
• Sator AS, a company closely associated with board member of the Company, Henrik Danielsen, has received 793,496 Subscription Rights in the Company
• Marianne Løvdal, close associate to Benjamin Woodruff Miklozek, has received 1,763,324 Subscription Rights in the Company
• Maria Elisabeth Rustad, close associate to Christian Rustad, has received 29,311 Subscription Rights in the Company
Please see the attached forms for further detail of the primary insiders' and their close associates' receipt of Subscription Rights in the Rights Issue.
This information is subject to the disclosure requirements pursuant to Regulation EU 596/2014 (MAR) article 19 and section 5-12 of the Norwegian Securities Trading Act.
For more information, please contact:
CEO, Ola-Stene Johansen, email osj@lokotech.no
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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 communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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 include the possibility that the Company will determine not to, or be unable to, issue any debt, hybrid or equity securities, and 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. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice.
Each of the Company, the Managers and their respective affiliates disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise. Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or 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 of the Company. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.