Techstep ASA: Publication of prospectus and start of subscription period in the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 29 November 2022: Reference is made to the announcement by Techstep ASA (“Techstep” or the “Company”) on 29 September 2022 concerning a NOK 103 million accomplished personal placement (the “Private Placement”) and a proposed subsequent providing of as much as NOK 17.25 million (the “Subsequent Offering”).

The Company has determined to proceed with the Subsequent Offering of as much as 15,000,000 new shares (the “Offer Shares”) at a subscription value of NOK 1.15 per new share (the “Offer Price”), being similar to the subscription value in the Private Placement, elevating gross proceeds as much as NOK 17.25 million.

The Subsequent Offering shall be directed in direction of holders of the Company’s shares as of 3 October 2022 (the “Record Date”) and who weren’t allotted Shares in the Private Placement and who are usually not resident in a jurisdiction the place such providing could be illegal, or would (in jurisdictions aside from Norway) require any prospectus submitting, registration or comparable motion (the “Eligible Shareholders”).

Eligible Shareholders are being granted non-tradable subscription rights (the “Subscription Rights”) that, topic to relevant regulation, present preferential rights to subscribe for and be allotted Offer Shares in the Subsequent Offering. Eligible Shareholders shall be granted 0.10316 Subscription Rights for every Share held. Each Subscription Right will give the proper to subscribe for one (1) Offer Share.

The subscription period for the Subsequent Offering commences tomorrow on 30 November 2022 at 09:00 CET and ends on 14 December 2022 at 16:30 CET (the “Subscription Period”).

The Company, in session with the Managers (as outlined beneath), reserves the proper to increase the subscription period for the Subsequent Offering at any time and with none prior written discover and at its sole discretion.

Today, on 29 November 2022, a list prospectus for the new shares issued in the Private Placement and for the providing and itemizing of the Offer Shares in the Subsequent Offering (the “Prospectus”) was authorised by the Financial Supervisory Authority of Norway.

The new shares issued in the Private Placement haven’t been tradable till the approval of the Prospectus. Following approval of the Prospectus, the new shares issued in the Private Placement shall be tradable and all shares in the Company is registered in the VPS with ISIN NO0003095309.

The Prospectus and the subscription type for the Subsequent Offering will, topic to regulatory restrictions in sure jurisdictions, be made out there at www.arctic.com/secno/en/choices and www.sb1markets.no and onerous copies of the Prospectus could also be obtained free of cost at the workplaces of the Company or by contacting the Managers. The Prospectus can also be enclosed hereto, and out there from the Company’s web site www.techstep.io/investor.   

Subscribers in the Subsequent Offering who’re residents of Norway with a Norwegian private identification quantity are really helpful to subscribe for Offer Shares by way of the VPS on-line utility system by following the hyperlink to such on-line utility system on the following web site: www.arctic.com/secno/en/choices and www.sb1markets.no. Subscribers in the Subsequent Offering not getting access to the VPS on-line utility system should apply utilizing the subscription type hooked up to the Prospectus as Appendix A.

Additional data concerning the Subsequent Offering and additional directions concerning the procedures for subscription of the Offer Shares, cost and supply are included in the Prospectus.

Arctic Securities AS and SpareBank1 Markets AS (the “Managers”) are performing as managers in the Subsequent Offering. AGP Advokater AS is performing as authorized advisor to the Company.

For additional data, please contact:

Børge Astrup, CEO, Techstep ASA: +47 928 27 676

Anita Huun, CFO, Techstep ASA: +47 924 11 563

About Techstep ASA

Techstep is a cell expertise firm that allows organisations to carry out neatly, securely and sustainably by way of combining software program, cell units and providers to fulfill prospects´ enterprise and ESG targets. We are a number one supplier of managed mobility providers in the Nordics serving greater than 2 000 prospects in Europe, with an annual income of NOK 1.3 billion in 2021. We are listed on the Oslo Stock Exchange beneath the ticker TECH. To be taught extra, please go to techstep.io.

Important data

This announcement is just not a proposal to promote or a solicitation of any provide to purchase any securities of Techstep ASA. The distribution of this announcement and different data could also be restricted by regulation in sure jurisdictions. Copies of this announcement are usually not being made and is probably not distributed or despatched into any jurisdiction in which such distribution could be illegal or would require registration or different measures. Persons into whose possession this announcement or such different data ought to come are required to tell themselves about and to look at any such restrictions.

The securities referred to in this announcement haven’t been and is not going to be registered beneath the U.S. Securities Act of 1933, as amended (the “US Securities Act”), and accordingly is probably not provided or offered in the United States absent registration or an relevant exemption from the registration necessities of the US Securities Act and in accordance with relevant U.S. state securities legal guidelines. The Company doesn’t intend to register any half of the providing or their securities in the United States or to conduct a public providing of securities in the United States. Any sale in the United States of the securities talked about in this announcement shall be made solely to “certified institutional consumers” as outlined in Rule 144A beneath the US Securities Act.

In any EEA Member State, this communication is simply addressed to and is simply directed at certified buyers in that Member State inside the which means of the Prospectus Regulation, i.e., solely to buyers who can obtain the provide with out an authorised prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended along with any relevant implementing measures in any Member State.

This communication is simply being distributed to and is simply directed at individuals in the United  Kingdom which might be (i) funding professionals falling inside Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) excessive web value entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “related individuals”). This communication should not be acted on or relied on by individuals who are usually not related individuals. Any funding or funding exercise to which this communication relates is offered just for related individuals and shall be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action.

Matters mentioned in this announcement might represent forward-looking statements. Forward-looking statements are statements that aren’t historic info and could also be recognized by phrases comparable to “imagine,” “count on,” “anticipate”, “intends”, “estimate”, “will”, “might”, “proceed”, “ought to” and comparable expressions. The forward-looking statements in this launch are primarily based upon numerous assumptions, many of that are primarily based, in flip, upon additional assumptions. Although the Company believes that these assumptions have been affordable when made, these assumptions are inherently topic to vital identified and unknown dangers, uncertainties, contingencies and different essential elements that are tough or unimaginable to foretell and are past its management. Such dangers, uncertainties, contingencies and different essential elements may trigger precise occasions to vary materially from the expectations expressed or implied in this launch by such forward-looking statements. The data, opinions and forward-looking statements contained in this announcement communicate solely as at its date and are topic to alter with out discover. Neither the Company nor the Managers undertake any obligation to overview, replace, affirm or launch publicly any revisions to any forward-looking statements to replicate occasions that happen or circumstances that come up in relation to the content material of this communication.

The data, opinions and forward-looking statements contained in this announcement communicate solely as at its date, and are topic to alter with out discover. The Company doesn’t undertake any obligation to overview, replace, affirm, or to launch publicly any revisions to any forward-looking statements to replicate occasions that happen or circumstances that come up in relation to the content material of this announcement.

Neither the Managers nor any of their respective associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any duty for the contents of this announcement or any issues referred to herein.

This announcement is for data functions solely and is to not be relied upon in substitution for the train of unbiased judgment. It is just not meant as funding recommendation and on no account is it for use or thought of as a proposal to promote, or a solicitation of a proposal to purchase any securities or a suggestion to purchase or promote any securities in the Company. Neither the Managers nor any of their respective associates accepts any legal responsibility arising from the use of this announcement.

This data is topic to the disclosure necessities pursuant to Section 5-12 the Norwegian Securities Trading Act.

https://news.cision.com/techstep-asa/r/techstep-asa–publication-of-prospectus-and-start-of-subscription-period-in-the-subsequent-offering,c3674866

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