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"), raising gross proceeds of approximately NOK 90
million. The subscription period in the Rights Issue commences today, 12
NOK 7 per Offer Share (the "Subscription Price").
The subscription period will commence today on 12 February 2019 at 09:00 and
expire at 16:30 hours CET on 26 February 2019.
Allocation of Subscription Rights:
The shareholders of the Company (the "Existing Shareholders") as of 7 February
2019 (and being registered as such in the Norwegian Central Securities
Depository (the "VPS") as at the expiry of 11 February 2019 pursuant to the two
days' settlement procedure (the "Record Date")), is granted subscription rights
(the "Subscription Rights") in the Rights Issue that provide preferential rights
to subscribe for, and be allocated, Offer Shares at the Subscription Price (as
set out below).
Each Existing Shareholder is granted 1.41452 Subscription Right for each
existing share in the Company registered as held by such Existing Shareholders
in the VPS as of the Record Date, rounded down to the nearest whole aggregate
number of Subscription Rights. Each Subscription Right will, subject to
applicable securities law, give the right to subscribe for, and be allocated,
one Offer Share in the Rights Issue. Oversubscription by holders of Subscription
Rights and subscription for Offer Shares without Subscription Rights is
The grant, purchase or exercise of Subscription Rights and the subscription of
Offer Shares by persons resident in, or who are citizens of countries other than
Norway, may be affected by the laws of the relevant jurisdiction. For a further
description of such restrictions, reference is made to Section 12 "Selling and
Transfer Restrictions" in the prospectus prepared by the Company in connection
with the Rights Issue dated 11 February 2019 (the "Prospectus").
The Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 12 February 2019 to 16:30 hours CET on 22 February 2019 under the ticker
code "CXENSE T". The Subscription Rights will hence only be tradable during part
of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period or sold before 16:30 CET on 22 February 2019
will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the Company's shares trade
above the Subscription Price during the Subscription Period. Existing
Shareholders who do not use their Subscription Rights will experience a dilution
of their shareholding in the Company, see Section 11.19 "Dilution" of the
The following principles are applicable for allocation of Offer Shares in the
(i) Allocation of Offer Shares will be made to subscribers on the basis of
granted and acquired Subscription Rights, which have been validly exercised
during the Subscription Period.
(ii) If not all Subscription Rights are exercised, subscribers that are a part
of the management and board of directors of the Company at the time of
completion of the Rights Issue, and who has oversubscribed on the basis of
Subscription Rights or has subscribed shares without owning Subscription Rights,
will be allocated Offer Shares pro rata based on their total subscriptions,
limited to an aggregate subscription amount of NOK 10 million. This constitutes
a deviation from the Existing Shareholders' preferential rights to Offer Shares
in the Rights Issue pursuant to section 10-4 of the Norwegian public limited
liability companies act (the "Act"), which was approved by the Company's
extraordinary general meeting on 7 February 2019 in accordance with section 10-5
of the Act.
(iii) Offer Shares not allocated pursuant to (i) and (ii) above, will be
allocated to subscribers having exercised their Subscription Rights and
oversubscribed on a pro rata basis based on the number of Subscription Rights
exercised by each such subscriber. To the extent that pro rata allocation is not
possible, the Company will determine the allocation by the drawing of lots.
(iv) Offer Shares not allocated pursuant to (i), (ii) and (iii) above will be
allocated to subscribers not holding Subscription Rights. The allocation shall
be made proportionally based on the number of Offer Shares subscribed, but so
that the board is authorized to round down the allocation to each subscriber to
the nearest whole 100 Offer Shares.
For further information on the allocation principles applicable in the Rights
Issue, see Section 11.13 "Allocation of Offer Shares" in the Prospectus.
In order to subscribe for Offer Shares, investors need to correctly complete the
subscription form, and submit it to the Manager of the Rights Issue, Arctic
Securities AS, as set out in the Prospectus by 16:30 hours (CET) on 26 February
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
https://www.cxense.com/investors or www.arctic.com/secno, which will redirect
the subscriber to the VPS online subscription system).
Subject to regulatory restrictions in certain jurisdictions, the Prospectus and
the subscription form for the Rights Issue may be downloaded from
https://www.cxense.com/investors or www.arctic.com/secno. A hard copy of the
Prospectus and the subscription form may be obtained from Arctic Securities,
Haakon VII's gate 5, N-0123 Oslo, Norway, tel.: +47 21 01 30 40.
The Rights Issue is fully underwritten by certain existing shareholders in the
Company and new investors (the "Underwriters") pursuant to an underwriting
agreement dated 16 January 2019 (the "Underwriting Agreement").
Pursuant to the Underwriting Agreement, the Underwriters have undertaken,
severally and not jointly, to underwrite an aggregate amount of NOK 90 million
in the Rights Issue. Offer Shares not subscribed and allocated pursuant to the
allocation principles in the Rights Issue described above, will be subscribed
by, and allocated to, the Underwriters in accordance with the commitments each
of the Underwriters has assumed, to the extent the Underwriters have not
fulfilled their commitments by subscription of shares in the subscription
The Underwriters' obligation to subscribe and pay for the Offer Shares allocated
to them are conditional upon the Subscription Period for the Rights Issue being
commenced by 15 March 2019 and that the Underwriter has been notified of any
allotment under its underwriting obligation within the expiry of 31 March 2019.
Other than these conditions, the Underwriting Agreement does not contain any
specific termination rights for the Underwriters, and, thus, a termination of
the agreement must be based on applicable law.
See further information regarding the underwriting in Section 11.20 "The
Underwriting" of the Prospectus.
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 1 March 2019 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the same
date, after which the Offer Shares will be tradable on the Oslo Stock Exchange.
Arctic Securities is acting as Bookrunner in connection with the Rights Issue.
Aabø-Evensen & Co Advokatfirma AS is acting as the Company's legal advisor in
connection with the Rights Issue.
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.