Borgestad ASA: Nøkkelinformasjon ved reparasjonsemisjon

07 Nov 2023 01:39 CET

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION
OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF
ANY OF THE SECURITIES DESCRIBED HEREIN.

Det vises til børsmeldinger fra Borgestad ASA ("Selskapet") publisert 6. og 7.
november 2023 vedrørende plasseringen av en rettet emisjon (den "Rettede
Emisjonen"), hvor det også ble informert om at styret har foreslått å
gjennomføre en etterfølgende reparasjonsemisjon ("Reparasjonsemisjonen") rettet
mot aksjeeiere i Selskapet per 6. november 2023 (som registrert i VPS den 8.
november 2023) som (i) ikke ble kontaktet i "wall-crossing-fasen" i den Rettede
Emisjonen, (ii) ikke ble tildelt aksjer i den Rettede Emisjonen, og (iii) ikke
er bosatt i en jurisdiksjon der et slikt tilbud ville være ulovlig eller, for
andre jurisdiksjoner enn Norge, hvor det kreves prospekt, tillatelser,
registrering eller lignende. Reparasjonsemisjonen vil være betinget av (i)
godkjenning fra Selskapets ekstraordinære generalforsamlingen, (ii)
gjennomføring av den Rettede Emisjonen og (iii) publiseringen av et prospekt fra
Selskapet som er godkjent av Finanstilsynet.
I tråd med de løpende forpliktelsene for selskaper notert på Oslo Børs, gis
følgende nøkkelinformasjon for Reparasjonsemisjonen:
Dato for når vilkårene for Reparasjonsemisjonen ble annonsert: 6. og 7. november
2023
Siste dag inklusive: 6. november 2023
Ex-dato: 7. november 2023
Record date (eierregisterdato): 8. november2023
Vedtaksdato: 28. november 2023
Maksimum antall nye aksjer: 250.000.000
Tegningskurs: NOK 0,25
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For ytterligere informasjon, vennligst kontakt:

Pål Feen Larsen, Konsernsjef i Borgestad ASA
Tel: +47 48 84 53 33
--
Denne informasjonen offentliggjøres i henhold til kravene i Løpende
forpliktelser.
IMPORTANT NOTICE:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither Arctic Securities AS nor SpareBank 1 Markets
AS (the "Managers") or any of their affiliates or any of their respective
directors, officers, employees, advisors or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in connection
therewith. This announcement has been prepared by and is the sole responsibility
of the Borgestad ASA (the "Company").

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa
the United States (including its territories and possessions, any State of the
United States and the District of Columbia) or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, 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 persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Managers and
any of their affiliates acting as investors for their own accounts. The Managers
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Managers and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.

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