NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THEHONGKONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASEWOULD BE UNLAWFUL.
Oslo, 2 June 2025: Reference is made to the stock exchange announcementpublished by Lokotech Group AS (the "Company") on 21 May 2025, announcing thefinal result of the partially underwritten rights issue (the "Rights Issue").Asannounced in that stock exchange announcement, the Company will issue417,536,230 new shares in the Company ("Offer Shares"), raising approx. NOK139million in gross proceeds to the Company, and issue 22,495,493 new shares("FeeShares") to the underwriters of the Rights Issue. Additionally, thesubscribersin the Rights Issue have for every one (1) Offer Share allocated to and paidbythem, been allocated 0.131506 warrants ("Warrants"), rounded down to thenearestwhole Warrant.
The share capital increases relating to the issuance of Offer Shares and FeeShares have been registered with the Norwegian Register of BusinessEnterprises(Nw: Foretaksregisteret) (the "NRBE") today, 2 June 2025. The Company's newregistered share capital is NOK 31,451,528.50 divided into 629,030,570 shares,each with a nominal value of NOK 0.05. The Company has only one class ofshares,and each share represents one vote at the Company's general meeting.
Furthermore, a total of 78,887,887 Warrants have been issued and registeredwiththe NRBE today, of which 54,908,272 Warrants were allocated to the subscribersin the Rights Issue. The remaining 23,979,615 Warrants are non-exercisable andwere issued and registered for technical reasons. These non-exercisableWarrantsare deemed to be null and void. Consequently, the Company has a total of54,908,272 outstanding Warrants, whereof all will be delivered to thesubscribers in the Rights Issue.
The Offer Shares, the Fee Shares and the Warrants are expected to be deliveredto investors and underwriters on or about 3 June 2025.
This information is subject to the disclosure requirements pursuant to theContinuing Obligations and Section 5-12 of the Norwegian Securities TradingAct.
For more information, please contact:
CEO, Ola Stene-Johansen, email osj@lokotech.no
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities forsale, or a solicitation of an offer to purchase, any securities of the Companyin the United States or any other jurisdiction. Copies of these materials arenot being made and may not be distributed or sent into any jurisdiction inwhichsuch distribution would be unlawful or would require registration or othermeasures.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and accordingly may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements ofthe Securities Act and in accordance with applicable U.S. state securitieslaws.Any sale in the United States of the securities mentioned herein will be madesolely to "qualified institutional buyers" (QIBs) as defined in Rule 144Aunderthe Securities Act, pursuant to an exemption from the registrationrequirementsunder the Securities Act, as well as to major U.S. institutional investorsunderSEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
This communication contains certain forward-looking statements concerningfutureevents, including possible issuance of equity securities of the Company.Forward-looking statements are statements that are not historical facts andmaybe identified by words such as "believe", "expect", "anticipate", "strategy","intends", "estimate", "will", "may", "continue", "should" and similarexpressions. The forward-looking statements in this communication are baseduponvarious assumptions, many of which are based, in turn, upon furtherassumptions.The Company believes that these assumptions were reasonable when made.However,these assumptions are inherently subject to significant known and unknownrisks,uncertainties, contingencies and other important factors which are difficultorimpossible to predict and are beyond its control. Such risks, uncertainties,contingencies and other important factors include the possibility that theCompany will determine not to, or be unable to, issue any debt, hybrid orequitysecurities, and could cause actual events to differ materially from theexpectations expressed or implied in this release by such forward-lookingstatements. The Company does not make any guarantee that the assumptionsunderlying the forward-looking statements in this announcement are free fromerrors. The information, opinions and forward-looking statements contained inthis communication speak only as at its date and are subject to change withoutnotice.
Each of the Company, the Managers and their respective affiliates disclaimsanyobligation or undertaking to update, review or revise any statement containedinthis communication whether as a result of new information, future developmentsor otherwise. Neither the Managers nor any of its affiliates makes anyrepresentation as to the accuracy or completeness of this announcement andnoneof them accepts any liability arising from the use of this announcement orresponsibility for the contents of this announcement or any matters referredtoherein. This announcement is for information purposes only and is not to berelied upon in substitution for the exercise of independent judgment. It isnotintended as investment advice and under no circumstances is it to be used orconsidered as an offer to sell, or a solicitation of an offer to buy anysecurities or a recommendation to buy or sell any securities of the Company.Certain figures contained in this announcement, including financialinformation,have been subject to rounding adjustments. Accordingly, in certain instances,the sum or percentage change of the numbers contained in this announcement maynot conform exactly with the total figure given.
The distribution of this announcement and other information may be restrictedbylaw in certain jurisdictions. Persons into whose possession this announcementorsuch other information should come are required to inform themselves about andto observe any such restrictions. Any failure to comply with theserestrictionsmay constitute a violation of the securities laws of any such jurisdiction.Specifically, neither this announcement nor the information contained hereinisfor publication, distribution or release, in whole or in part, directly orindirectly, in or into or from the United States (including its territoriesandpossessions, any state of the United States and the District of Columbia),Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction.
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