NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
NORBIT ASA – Publication of prospectus and commencement of bookbuilding and application period
Trondheim, 5 June 2019: Reference is made to the announcement of the terms for NORBIT ASA’s (“NORBIT” or the “Company”) initial public offering (the “IPO”) published on 4 June 2019.
The prospectus for the IPO (the “Prospectus”) was approved by the Financial Supervisory Authority of Norway on 4 June 2019. The Prospectus will be published today, 5 June 2019, and will, subject to regulatory restrictions in certain jurisdictions, be available at www.norbit.com, www.arctic.com, www.paretosec.com and www.sb1markets.no. Hard copies of the Prospectus may also be obtained free of charge from the same date at the Company’s offices at Stiklestadveien 1, 7041 Trondheim, Norway or by contacting one of the Managers (as defined below).
As previously announced, the bookbuilding period for the institutional offering in the IPO will commence today, 5 June 2019 at 09:00 hours (CET) and end on 14 June 2019 at 14:00 hours (CET). The application period for the retail offering and the employee offering in the IPO will commence today, 5 June 2019 at 09:00 hours (CET) and end on 14 June 2019 at 12:00 hours (CET). The bookbuilding period and the application period may be shortened or extended at any time.
Arctic Securities AS and Pareto Securities AS are acting as joint global coordinators and joint bookrunners and SpareBank 1 Markets AS is acting as joint bookrunner in connection with the IPO (collectively referred to as the “Managers”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For further queries, please contact:
Per Jørgen Weisethaunet
About NORBIT ASA
NORBIT is a global provider of tailored technology to carefully selected niches. The company’s business is structured to address its key markets; Oceans, targeting the global maritime markets, Intelligent Traffic Systems (ITS), offering connectivity solutions for truck applications, and Product Innovation and Realization (PIR), with in-house multidisciplinary R&D and manufacturing.
NORBIT is headquartered in Trondheim, Norway, with manufacturing facilities in Selbu, Røros and Trondheim, Norway and 12 offices and subsidiaries around the world.
For more information: www.norbit.com
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 of the Managers nor any of their respective affiliates nor any of their respective directors, officers, employees, advisors or agents accept 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 NORBIT ASA (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 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 the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa 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 that attain possession of 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 does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration 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.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is 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 announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the website of the Company.
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 (“Qualified Investors”), 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 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.
The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated IPO or otherwise.
Accordingly, references in any prospectus, if published, to the shares 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, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do 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”, “aims”, “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. 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, each of 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 IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.