Aalborg, 17 May 2023.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
On 18 April 2023, Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") provided their
conditional approval for the admission to trading and official listing of Asetek
A/S' (the "Company") shares (in the form of share entitlements) on Nasdaq
Copenhagen under the symbol "ASTK". As per the approval, and due to the
satisfaction of the conditions contained therein, trading in the Company's
shares will commence at 9:00 a.m. (CEST) today. The Company's shares are issued
in DKK, and trading on Nasdaq Copenhagen and clearing through Euronext
Securities Copenhagen will be carried out in DKK.
In addition, the Company's shares continue to be listed on Oslo Børs under the
symbol "ASTK".
No market price has been established prior to the first day of trading in the
Company's shares (in the form of share entitlements) on Nasdaq Copenhagen, since
there has not been any offering of shares or other securities to the market in
connection with the admission to trading and official listing of the Company's
shares on Nasdaq Copenhagen or any other mechanism for establishing a market
price prior to the first day of trading. Instead, the market price will be
established through normal pre-opening auction.
Shareholders wishing to trade their shares on Nasdaq Copenhagen must transfer
such shares to VP Securities A/S' securities system through completion of a
transfer process. Shareholders wishing to transfer their shares will need to
contact their bank or broker to assist with the transfer. Such transfers may be
subject to fees levied by the settlement parties in accordance with their
respective fee schedules.
The Company will offer to cover the costs charged by VP Securities for share
transfers from Oslo Børs to Nasdaq Copenhagen (but not costs of other parties or
any other fees) for the first 14 days of trading on Nasdaq Copenhagen, i.e.,
from 17 May 2023 to 31 May 2023. A letter with "frequently asked questions"
("FAQ") regarding the listing on Nasdaq Copenhagen will be distributed to all
shareholders in the Company, expectedly on 19 May 2023, which includes, inter
alia, further details on the Company's cost cover. The FAQ will also be made
available at the Company's website (https://ir.asetek.com/share-info/Transfer-of
-Shares-to-NasDaq/default.aspx).
Market maker agreement
The Company has entered into a market maker agreement with Carnegie Investment
Bank AB (Publ) ("Carnegie") on 17 April 2023 to ensure liquidity in the
Company's shares traded on Nasdaq Copenhagen (in the form of share
entitlements). The agreement will remain in force for an initial period of three
(3) months from 17 April 2023, and then continue in force until terminated by
either party with one (1) months' notice.
The main terms of the agreement are: (i) Carnegie must quote bid and ask prices
at least 85 per cent of the official trading hours on each trading day, (ii)
Carnegie must post quotes for at least DKK 20,000 size on bid and ask side and
(iii) Carnegie must aim to keep all market orders within a maximum spread of
three per cent.
For further information about the Company, please contact:
CFO Peter Dam Madsen, +45 2080 7200, email: investor.relations@asetek.com
or
David Pangburn, corporate controller, +1 (408) 386-3031, email:
investor.relations@asetek.com
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc") of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons and 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.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Denmark and Norway,
which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorized, nor
do they authorize, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorized, nor do they authorize, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Rights Issue
and will not regard any other person as their client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.