PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE
Bronderslev, 18 March 2013 – Asetek A/S (“Asetek” or the “Company”) is pleased to announce the successful completion of its initial public offering (the “Offering”) with its shares to be listed on the main list of the Oslo Stock Exchange under the trading symbol “ASETEK”. The Offering, which was priced at NOK 36.00 per Offer Share, includes a total of 5,333,333 Offer Shares, consisting of 4,000,000 New Shares offered by the Company and 1,333,333 Secondary Shares sold on a pro rata basis by existing shareholders (the “Selling Shareholders”). In addition, 800,000 Secondary Shares, representing 15% of the Offering (excluding the over-allotment), has been allotted pursuant to an over-allotment facility. The Offering was well oversubscribed at the Offer Price. The first day of trading of the Company’s shares on the Oslo Stock Exchange will be 20 March 2013.
The board of directors of Asetek has resolved to issue 4,000,000 New Shares, each with a par value of DKK 0.10, and the Selling Shareholders have resolved to sell 1,333,333 Secondary Shares in the initial public offering of shares in Asetek on the Oslo Stock Exchange. The Selling Shareholders has furthermore granted the Joint Bookrunners an over-allotment option of up to 800,000 Secondary Shares, exercisable by Carnegie as stabilisation manager within 30 days from the first day of listing. A separate disclosure will be issued by the stabilisation manager regarding over-allotment and stabilisation activities. The Selling Shareholders are subject to a customary 180 days lock-up period following admission to the Oslo Stock Exchange.
The Offering, which was primarily subscribed by high quality international and domestic institutional investors, was priced at NOK 36.00 per Offer Share, resulting in approx. NOK 143 million (equivalent to approx. USD 25 million) in gross proceeds to the Company and a market capitalisation of Asetek (including shares held in treasury) after completion of the Offering of NOK 536 million (equivalent to USD 93 million). Following the Offering, the Company will have more than 700 shareholders.
The net proceeds to the Company resulting from the Offering will primarily be used to support Asetek’s efforts within the data center business where the Company expects strong growth going forward.
Commenting on the announcement, André S. Eriksen, Chief Executive Officer of Asetek, said: “We are very pleased with the response we have received from the investors and that we have reached this important milestone in the Company's development. The support from existing and new investors in Scandinavia, Europe and USA will enable us to pursue our ambitious growth strategy that we have been presenting and the listing on the Oslo Stock Exchange will be a first step in what we foresee as an exciting journey ahead".
Registration of the New Shares at the Danish Business Authority is expected to take place on or about Tuesday 19 March 2013. For investors in the institutional offering, delivery against payment in respect of allocated shares is expected to take place on Wednesday 20 March 2013. For investors in the retail offering, for which timely payment is received as set out in the prospectus in relation to the Offering (the “Prospectus”), delivery of allocated shares is also expected to take place on Wednesday 20 March 2013, the first day of trading in the Company’s shares on the Oslo Stock Exchange.
The number of issued shares in the Company following the Offering and the conversion of USD 2.4 million in nominal value of the USD 3 million convertible loan, as described in the Prospectus, will be 14,881,311, of which 13,838,031 shares are outstanding and 1,043,280 shares are held in treasury by the Company.
Carnegie AS and Arctic Securities ASA acted as joint-lead managers and joint bookrunners in connection with the Offering. Crux Kommunikasjon AS acted as IR/communications adviser.
For further information, please contact:
André S. Eriksen, CEO: +1 408 398 7437
Asetek is the leading provider of energy-efficient liquid cooling systems for data centers, servers, workstations, gaming and high performance PCs. The Company's products are used for reducing power and greenhouse gas emissions, lowering acoustic noise, and achieving maximum performance by leading OEMs and channel partners around the globe. Asetek's products are based upon the Company's patented all-in-one liquid cooling technology, with more than 1.3 million liquid cooling units sold and deployed in the field.
These materials are not an offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or the joint-lead managers and that will contain detailed information about the Company and management, as well as financial statements. This document is an announcement and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" 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 release speak only as at its date, and are subject to change without notice.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.