NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS
WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
As previously announced, Cxense ASA (the "Company") will carry out a fully
underwritten rights issue (the "Rights Issue") of 12,857,142 new shares in the
Company (the "Offer Shares") at a subscription price of NOK 7, raising gross
proceeds of approximately NOK 90 million.
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today on
11 February 2019 approved a prospectus prepared by the Company in connection
with the Rights Issue (the "Prospectus").
The Prospectus and the subscription form for the Rights Issue will be published
at commencement of the subscription period tomorrow, 12 February 2019, and,
subject to applicable local securities laws, will be available for download at
https://www.cxense.com/investors or www.arctic.com/secno.
A hard copy of the Prospectus and the subscription form may also be obtained
free of charge from Arctic Securities, Haakon VII's gate 5, N-0123 Oslo, Norway,
tel.: +47 21 01 30 40.
The subscription period for the Rights Issue will commence tomorrow on 12
February 2019 at 09:00 CET and expire on 26 February 2019 at 16:30 CET. A stock
exchange announcement with further information on the Rights Issue will be
published tomorrow prior to commencement of the subscription period.
For more information, please contact:
Jørgen Evjen, Chief Financial Officer, phone: +47 928 04 014
This information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.
Neither this announcement nor any copy of it may be made or transmitted directly
or indirectly into the United States, Australia, Canada, Japan, Hong Kong or
South Africa or any other jurisdiction where to do so would be unlawful. The
Rights Issue and the distribution of this announcement and other information in
connection with the Rights Issue may be restricted by law in certain
jurisdictions. Any failure to comply with such restrictions may constitute a
violation of applicable securities laws. Persons into whose possession this
announcement or other information should come are required to inform themselves
about and observe any such restrictions. The Company assumes no responsibility
in the event there is a violation by any person of such restrictions.
This announcement does not in itself constitute, and should not be construed as,
an offer for sale or subscription of or solicitation or invitation of any offer
to subscribe for or purchase any securities of the Company or its affiliates in
any jurisdiction. The Rights Issue will not be made in any jurisdiction or in
any circumstances in which such offer or solicitation would be unlawful. No
steps have been taken or will be taken relating to the Rights Issue in any
jurisdiction outside of Norway in which such steps would be required.
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"), or any securities laws of any state or other jurisdiction of the United
States and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state law.
There will be no public offer of the securities in the United States.
This announcement is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This announcement must not be acted on
or relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons. Persons
distributing this announcement must satisfy themselves that it is lawful to do
Further information regarding restrictions applicable for the Rights Issue is
set out in the Prospectus.