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09 February 2021, 13:07 CET
Update to shareholders regarding Mandatory Offer and subscription period for the Subsequent Offering
On 9 December 2020, Axactor SE ("Axactor" or the “Company”) announced a number of measures to strengthen its financial platform. The measures included (i) a private placement of NOK 320 million (the “Private Placement”), (ii) a proposed subsequent offering of up to NOK 214 million (the “Subsequent Offering”), (iii) acquisition of Geveran’s 50% stake in Axactor Invest 1 S.à r.l. in exchange of 50 million shares in the company (the “Axactor Invest Roll-up), and (iv) a refinancing of the company’s bank facilities and bond (the “Refinancing”). The offer price in the Private Placement, the Subsequent Offering and the Axactor Invest Roll-up is NOK 8.00 per share (the “Offer Price”)
Mandatory offer to acquire all shares in Axactor
The Axactor Invest Roll-up contributed to simplifying the Company’s structure, enabled the Refinancing and improved the Company’s investment capacity. The consideration to Geveran for the shares in Axactor Invest 1 S.à r.l, 50 million shares in the Company (the “Consideration Shares”), corresponded to a value of EUR 38 million. As of Q3 2020 the book value of equity interest corresponded to EUR 55 million and the transaction is expected to result in an accounting gain for Axactor, estimated to EUR 17 million as of Q3 2020.
Issuance of the Consideration Shares to Geveran resulted in Geveran's ownership interest in Axactor increasing from 32.95% to 44.31%, triggering a mandatory offer for Geveran to purchase the remaining shares in the Company in accordance with the Securities Trading Act. In accordance with this offer obligation, Geveran launched a mandatory offer on 29 January 2021 to purchase all the shares in the Company at a price similar to the Offer Price (the "Mandatory Offer"). The Mandatory Offer lasts until 26 February 2021 and offers the right, but no obligation, for the remaining shareholders in the Company to sell their shares to Geveran for NOK 8.00 per share.
The Board believes that the initiatives the Company announced on 9 December 2020 will have a positive effect on the Company's value potential. Since 9 December 2020, the Axactor share has traded above the offer price in the Mandatory Offer from Geveran. Based on this, the Board decided to recommend shareholders to not accept the Mandatory Offer. The Oslo Stock Exchange is of the opinion that the Mandatory Offer has been made in concert with the Board of Axactor and has decided that the statement on the Mandatory Offer in, accordance with the Securities Trading Act § 6-16, shall be provided by an independent expert. KPMG has been approved by the Oslo Stock Exchange to deliver the independent statement and has in their statement concluded that the offer price is in the conservative end of their valuation range and that, when taken all factors into account, the value of the Company is above NOK 8.00 per share. For further details, please see KPMG's report published in a stock exchange announcement on 9 February 2021.
The Subsequent Offering
To limit the dilution for shareholders who were not allocated shares in the Private Placement, Axactor has launched the Subsequent Offering. In this offering, shareholders who did not participate in the Private Placement will be allocated 0.2894 subscription rights per share they owned in the Company on 9 December 2020 (the "Subscription Rights"), rounded down to the nearest whole Subscription Right. Each Subscription Right gives the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Oversubscription and subscription without Subscription Rights is permitted, however there can be no assurance that shares will be allocated for such subscription.
Shareholders who receive Subscription Rights may (i) subscribe for shares for all or part of their Subscription Rights in the period from 09:00 CET on 8 February 2021 until 16:30 CET on 19 February 2021 (the “Subscription Period”) or (ii) sell all or part of their subscription rights in the period from 09:00 CET on 8 February 2021 until 16:30 CET on 17 February 2021 (the “Trading Period”). Please note that Subscription Rights that are not sold before the end of the Trading Period or used to subscribe for Offer Shares before the expiry of the Subscription Period will expire and lose all potential value.
Subscription of shares during the Subsequent Offering must be made on the basis of a prospectus published by Axactor on the Company's website (www.axactor.com/investors-relations) on 8 February 2021, and can be done via www.abgsc.com, www.dnb.no/emisjoner or www.nordeamarkets.com/axactor. Sale of Subscription Rights can be done through brokers who offer stock trading.
Shares subscribed for in the Subsequent Offering will be issued when the Mandatory Offer has expired and are therefore not possible to tender in the Mandatory Offer.