23 May 2017, 07:17 CEST
Axactor AB - Completed Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED
Oslo, 23 May 2017 - The Board of Directors of Axactor AB (Axactor or
the Company) has decided to issue 50 million new shares through a
private placement (the Private Placement), raising total gross
proceeds to the Company of approximately NOK 107.50 million. The
shares are issued at a price of NOK 2.15 per share, which is equal
to the closing price on May 22, 2017.
The Private Placement was based on strong interest from high quality
institutional investors. These investors both support the Company
today through the share-issue, but also potentially longer-term as
the Company pursues strategic growth initiatives. Axactor has
experienced a high deal flow in the market lately and also noticed a
recent increase in size of portfolio opportunities, highlighting the
need to be well-funded and supported by strong shareholders.
The net proceeds from the Private Placement will be used for
acquisitions of non-performing loan portfolios in existing
geographies, as well as for general corporate purposes.
Notification of allotment will be sent to the applicants by Carnegie
(as the Manager) on or about 23 May, 2017.
The new shares will be issued under the Company's existing authority
to issue shares, adopted by the annual general meeting in 2016.
Following the registration of the new share capital, the Company
will have 1,276,488,769 shares outstanding and a total share capital
outstanding of EUR 66,814,382.05.
The share issuance was carried out as a private placement to secure
completion of a transaction at a time when specific interest
surfaced in the market and in order to complete a transaction
without the significant discount typically seen in rights issues.
Additionally, Axactor recognizes the benefit in further developing
the Company's shareholder base.
As a consequence of the private placement structure, the
shareholders' preferential rights were deviated from. After due
considerations, the Board of Directors of the Company is of the
opinion that the Private Placement is in the best interest of the
Company and its shareholders. The Board of Directors has taken into
consideration, among other things, the fact that the Private
Placement will further strengthen Axactor's financial position and
support the Company in its continued pursuit of growth
opportunities, that the Private Placement only constitutes 4.08% of
the issued and outstanding shares in the Company, and the fact that
the subscription price is equal to the current market price of the
shares. The Board of Directors is of the opinion that there are
sufficient reasons to deviate from the shareholders' pre-emption
right to subscribe for the new shares.
Carnegie acted as financial adviser to the Company in connection
with the Private Placement.
For further information, contact:
Chief Executive Officer
Tel: + 46 8 402 28 00
Cell Phone: +47 48 22 11 11
Chief Financial Officer
Cell Phone: +47 477 10 451
The release is not for publication or distribution, in whole or in
part directly or indirectly, in or into Australia, Canada, Japan or
the United States (including its territories and possessions, any
state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only, and does not constitute or
form part of any offer or solicitation to purchase or subscribe for
securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"). The securities may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act. The Company does
not intend to register any portion of the offering of the securities
in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not
being made and may not be distributed or sent into Australia,
Canada, Japan or the United States. The issue, exercise, purchase or
sale of subscription rights and the subscription or purchase of
shares in the Company are subject to specific legal or regulatory
restrictions in certain jurisdictions. Neither the Company nor the
Manager assumes any responsibility in the event there is a violation
by any person of such restrictions.
The distribution of this release may in certain jurisdictions be
restricted by law. Persons into whose possession this release comes
should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. The
Manager is acting for the Company and no one else in connection with
the Private Placement and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the
Private Placement and/or any other matter referred to in this
This release and any materials distributed in connection with this
release may contain certain 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.