Updated key information relating to the partially underwritten Rights Issue
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Oslo, 30 April 2025: Reference is made to the stock exchange announcement published by Lokotech Group AS (the "Company") on 3 March 2025, with key information relating to the partially underwritten rights issue raising gross proceeds of up to NOK 200 million (the "Rights Issue"). The Rights Issue includes tradable subscription rights for existing shareholders and issuance of warrants to the investors allocated shares in the Rights Issue (the "Warrants"). Updated key information relating to the Rights Issue is set out below:
Date on which the terms and conditions of the Rights Issue were announced: 3 March 2025 and updated on 30 April 2025
Last day including right: 2 May 2025
Ex-date: 5 May 2025
Record Date: 6 May 2025
Date of approval: 30 April 2025
Maximum number of new shares: 599,880,023 shares
Subscription price: NOK 0.3334 per share
Ratio preferential rights: Each existing shareholder as of 2 May 2025 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the VPS) at the expiry of 6 May 2025 (the Record Date)), will be granted 3.173987 subscription rights for every existing share in the Company registered as held by such shareholder. The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right.
Subscription ratio: Each subscription right gives the right to subscribe for and be allocated one (1) offer share. Oversubscription with subscription rights is permitted.
Managers: Pareto Securities AS and SpareBank 1 Markets AS.
Will the rights be listed: Yes, the Company will apply for listing of the subscription rights on Euronext Growth Oslo.
ISIN for the preferential rights: To be announced when determined.
Other information: The subscribers in the Rights Issue will, without cost, for every one (1) new share allocated to and paid by them in the Rights Issue, be allocated 0.131506 Warrants, rounded down to the nearest whole Warrant. The total number of Warrants to be issued in the Rights Issue will be up to 78,887,887. Each Warrant will give the holder a right to subscribe for one (1) new share in the Company at a subscription price equal to the greater of (a) a 35% discount to the volume-weighted average price of the Company's shares on the last three trading days prior to the first date on which the warrant holders can exercise the Warrants; and (b) NOK 0.5130. The Warrants may be exercised from on or about 1 April 2026 to on or about 15 April 2026 (post annual report 2025).
Furthermore, reference is made to the stock exchange announcement published by the Company on 3 March 2025 and earlier today, 30 April 2025, for further information regarding the Rights Issue. The Rights Issue is subject to publication and approval by the Norwegian Financial Supervisory Authority of a prospectus for the offering.
For more information, please contact:
CEO, Ola-Stene Johansen, email osj@lokotech.no
This information is subject to the disclosure requirements pursuant to the Continuing Obligations and the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.