Axactor ASA - Contemplated Private Placement

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the announcement made by Axactor ASA (the "Company" and together with its subsidiaries, the "Group") today regarding the transformational transaction which involves the private placement referred to herein, a portfolio sale by the Company to raise EUR 100 million in net proceeds, and a five-year co-investment agreement with funds managed by affiliates of Fortress Investment Group (“Fortress”).

As announced, the Company is contemplating a private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") to raise gross proceeds of the NOK equivalent of EUR 200 million (based on the EURNOK rate of 10.9525 (NOK 10.9525 per EUR) as published by Norges Bank 24 April 2026). The Company's largest shareholder, Geveran Trading Company Ltd. ("Geveran"), and Fortress have, on a several basis, subject to certain terms and conditions, pre-committed to subscribe for Offer Shares for a total amount of EUR 175 million. The Private Placement is directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The Company has engaged Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge as joint bookrunners in the Private Placement (the "Managers"). 

The subscription price per Offer Share is NOK 4.70 (the “Offer Price”). The issuance of Offer Shares will be subject to approval by the extraordinary general meeting of the Company to be held on or about 20 May 2026 (the "General Meeting").

The net proceeds from the Private Placement will be used to strengthen the capital structure of the Company, lower the cost of funding and enhance liquidity to support future growth.

The application period for the Private Placement will start today, 28 April 2026 at 16:30 (CEST) and will close on 29 April 2026 at 08:00 (CEST). The Company reserves the right to shorten, close or extend the application period at any time at its sole discretion, without notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.

Pursuant to the terms of pre-commitment agreement(s) entered into between Geveran, Fortress, the Company and the Managers, Fortress has pre-committed to subscribe for and will be allocated 235,703,836 Offer Shares and Geveran has pre-committed to subscribe for 172,102,014 Offer Shares, provided that the final allocation to Geveran will be scaled down in case of external demand, subject to Geveran having a minimum holding of 33.4% post completion of the Private Placement and the Subsequent Offering (as defined below) (assuming fully subscribed). 

Fortress has obtained approval under the Norwegian financial institutions act for its shareholding (a “qualified shareholding” under that act). 

Allocation of Offer Shares, other than allocations to the pre-committing investors as stated above, will be made at the discretion of the Company's Board of Directors (the "Board") in consultation with the Managers (and subject to approval by the General Meeting) after expiry of the application period, subject to any shortening or extension of the application period. 

Completion of the Private Placement is subject to: (i) all necessary corporate resolutions being validly made by the Company including, without limitation, the General Meeting resolving (a) the share capital increase that is necessary to issue the Offer Shares, (b) authorization to the Board to resolve the share capital increase necessary for the Subsequent Offering (as defined below) and (c) a share capital decrease through the reduction of the par value per share to facilitate the issuance of the Offer Shares at the Offer Price, (together, the "EGM Resolutions") and (ii) the Share Lending Agreement (as defined below) being entered into and remaining in full force and effect with respect to the Offer Shares. 

By applying for the Offer Shares, applicants allocated Offer Shares will undertake to vote for all of their shares in the Company in favor of, or give a voting proxy to be used in favor of, the EGM Resolutions. Geveran has undertaken to vote in favor of the EGM Resolutions.

The Private Placement may be cancelled if the above-mentioned conditions are not fulfilled.

Settlement of Offer Shares allocated to investors other than Geveran and Fortress is expected to take place on or about 22 May 2026 on a delivery versus payment (DVP) basis. Settlement of the allocated Offer Shares towards investors other than Geveran and Fortress are expected to be facilitated through the delivery of existing and unencumbered shares in the Company that are already admitted to trading on Euronext Oslo Børs pursuant to a share lending agreement to be entered into between the Managers, the Company and Geveran (the "Share Lending Agreement").

The Company’s Board intends, subject to completion of the Private Placement and prevailing market conditions, to carry out a subsequent offering of up to 46,606,383 new shares at the same price as the Offer Price (the "Subsequent Offering") to raise gross proceeds of up to the NOK equivalent EUR 20 million (based on the EURNOK rate of 10.9525 (NOK 10.9525 per EUR) as published by Norges Bank on 24 April 2026) which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as at 28 April 2026 (as registered with the VPS on 30 April 2026) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. 

The Private Placement entails a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, and is of the opinion that it is in compliance with these requirements. The Private Placement is an integral part of the transformational transaction referred to in the stock exchange release issued by the Company earlier today. Further, by structuring the transaction as a private placement, the Company expects to be able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. Finally, the Company intends to implement the Subsequent Offering to limit the dilutive effect for shareholders not participating in the Private Placement.

Advisors 

Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are acting as Managers in the Private Placement. 

Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as a legal advisor to the Managers in connection with the Private Placement.

UBS AG London Branch is acting as financial advisor and BAHR is acting as legal advisor to Fortress in connection with the Private Placement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Eilif Drageseth, Deputy CFO at Axactor ASA, on 28 April 2026 at 16:30 CEST.

IMPORTANT INFORMATION

This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, these materials are only being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

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 "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. 

Neither the Managers nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Private Placement. 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.