SUBSCRIPTIONS 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL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, 12 May 2025: Reference is made to the stock exchange announcements published by Lokotech Group AS (the "Company"), 7 May 2025, regarding the commencement of the subscription period in the partially underwritten rights issue (the "Rights Issue") and allocation of tradable subscription rights ("Subscription Rights") 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 at a subscription price of NOK 0.3334 per Offer Share. Over-subscription with Subscription Rights is allowed.
The Company has been informed that the following primary insiders of the Company and their close associates have subscribed for Offer Shares in the Rights Issue for a total amount of approx. NOK 4,725,325 as listed below:
• Prozium AS, a company closely associated with the CTO of the Company, Christian Rustad, which has previously pre-committed for NOK 100,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 100,020.
• Infigent AS, a company closely associated with CEO of the Company Ola Stene Johansen, which has previously pre-committed for NOK 3,000,000 in the Rights Issue, has subscribed for Offer Shares in the amount of approx. NOK 3,000,000.
• Black Monday Holding AS, a company closely associated with the chairman of the board of directors of the Company, Yngve Bolstad Johansen, which has previously pre-committed for NOK 500,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 500,100.
• Ruben Gómez Morales, CEO of PowerPool SL, which has previously pre-committed for NOK 100,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 100,020.
• Susheel Raj Nuguru, board member of the Company, which has previously pre-committed for approx. NOK 50,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 100,000.
• Sator AS, a company closely associated with board member of the Company Henrik Danielsen, which has previously pre-committed for NOK 300,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 633,460.
• Wiktor Boguchwal Miesok, board member of the Company, which has previously pre-committed for NOK 50,000 in the Rights Issue, has subscribed for Offer Shares in the amount of NOK 100,020.
• Kjetil Westeng, board member of the Company, which has previously pre-committed for NOK 25,000, has subscribed for Offer Shares in the amount of NOK 25,005.
• Christoffer Løvdal, board member of the Company, has subscribed for Offer Shares in the amount of NOK 100,020.
• Henrik Danielsen, board member of the Company, has subscribed for Offer Shares in the amount of NOK 66,680.
Further, reference is made to the stock exchange announcement published by the Company on 7 May 2025 regarding the allocation of 476,098 Subscription Rights to Wiktor Boguchwal Miesok. The correct number is 793,496 Subscription Rights, allocated to Wiktor Boguchwal Miesok on 7 May 2025.
Please see the attached forms for further detail of the primary insiders' and their close associates' subscription of Offer Shares 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.