NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG
KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, December 10, 2020: Reference is made to the stock exchange announcement on
9 September 2020 where Carasent ASA (the "Company") announced that the Company
had carried out a successful private placement raising gross proceeds of
approximately NOK 286 million (the "Private Placement") through the placement of
12,190,146 new shares in the Company, each with a nominal value of NOK 1.332 and
a subscription price of NOK 23.5 (the "Offer Shares"). Offer Shares
corresponding to a number just below 20% of the outstanding share capital of the
Company prior to the Private Placement was registered on the Company's ordinary
ISIN and listed upon issuance. The remaining portion of the Offer Shares (the
"Unlisted Shares") was registered on a separate ISIN and was unlisted pending
approval of a listing prospectus (the "Prospectus") by the Norwegian Financial
Supervisory Authority (the "NFSA"). The NFSA has reviewed and approved the
Company's prospectus on December 9,2020 regarding the listing of Unlisted
Shares. Following the NSFA approval of the Prospectus, the Unlisted Shares will
be transferred to the Company's ordinary ISIN and will be listed on the Oslo
Stock Exchange.
The Prospectus will be made available at:
- www.carasent.com (hhtp://www.carasent.com)
The Prospectus will also be available at the offices of the Company.
For further information, please contact:
Johan Lindqvist, Chairman
johan.lindqvist@windchange.se
+46 733 55 09 35
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People's Republic of China, South Africa or Japan and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the "Securities Act")) or to publications
with a general circulation in the United States of America. This document is not
an offer for sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the Securities Act, or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
Securities Act. Carasent does not intend to register any part of the offering in
the United States. There will be no public offering of the securities in the
United States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document 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) high net worth entities, and other persons to whom it 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"). 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.
This announcement is an advertisement and does not constitute a prospectus for
the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together
with any applicable implementing measures in any Member State, the "Prospectus
Regulation"). In any EEA Member State that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Regulation.
Investing in securities involves certain risks.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe", "assume", "expect", "forecast",
"project", "may", "could", "might", "will" or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of Carasent and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements.
Carasent assumes no responsibility to update forward -looking statements or to
adapt them to future events or developments.
This announcement is made by and, and is the responsibility of, the Company.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act and section 4-6 of the Oslo Rulebook
II - Issuer Rules.
