Ice Group ASA contemplates to carry out an equity offering and calls for EGM
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Ice Group ASA (“Ice Group” or the “Company”) contemplates to carry out a private placement of new shares (“New Shares”) with the objective of raising gross proceeds of NOK 1.2 - NOK 1.5 billion at subscription price per New Share of NOK 20 (the “Private Placement”). Use of proceeds from the Private Placement is for further network build-out and cover costs under the national roaming agreement with Telia in Norway, as well as working capital and general corporate purposes.
Following the postponement of the initial public offering (IPO) of Ice Group’s shares as announced on 6 December 2018, the board of directors of the Company has assessed a number of financing alternatives to secure funding over the next 12-15 months, and concluded with the Private Placement. Gross proceeds of NOK 1.2 billion in the Private Placement has on certain terms and conditions been guaranteed subscribed for by certain of the Company’s largest shareholders.
The Private Placement is directed at (i) existing shareholders in the Company as of 17 January 2019 (as recorded in the shareholder register in the VPS as of 21 January 2019) resident in a jurisdiction where such offering would not be unlawful or would require any prospectus, filing, registration or similar action (“Eligible Shareholders”), and (ii) certain institutional or professional investors with a minimum application and allocation amount exceeding the NOK equivalent of more than EUR 100,000 who may lawfully participate in the Private Placement. Eligible Shareholders shall be entitled to apply and be allocated New Shares for their pro rata share based on existing ownership up to gross proceeds of NOK 1.4 billion. Allocation exceeding such amount or by non-Eligible Shareholders is at the discretion of the Company’s board of directors.
The application period for the Private Placement commences on 21 January 2019 at 09:00 CET and ends on 31 January 2019 at 16:30 CET (subject to extensions). Applicants wishing to apply for New Shares must contact DNB Markets, a part of DNB Bank ASA, or Pareto Securities AS as joint lead managers of the Private Placement.
Completion of the Private Placement is subject to i) all necessary corporate resolutions being validly made by the Company, including without limitation approval by the Company's extraordinary general meeting expected to take place on or about 1 February 2019 (the EGM”); and ii) payment being received for the allocated New Shares to be issued in the Private Placement and registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises. The Private Placement can be terminated at any time and for any reason. Following completion of the Private Placement, Ice Group’s share capital will be increased by minimum NOK 54,000,000 and maximum NOK 67,500,000 by the issue of minimum 60,000,000 and maximum 75,000,000 New Shares, each with a nominal value of NOK 0.90.
The Company has decided to convene the EGM to approve the share capital increase pertaining to the Private Placement, as well as proposals for authorisations to the board of directors to issue new shares and convertible loan. See enclosed the full notice for the EGM.
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are engaged as joint lead managers of the Private Placement and Advokatfirmaet BAHR AS as legal advisor.
For further information, please contact:
Investors: Henning Karlsrud, CFO of ice group, tel: +47 930 45 389
Media: Endre Aaberg Johansen, Corporate Communications AS, tel: +47 416 10 605, email: email@example.com
About Ice Group ASA
Ice Group is a Scandinavian telecommunications company with nationwide networks within each of its territories. In Norway, the company operates a pure 4G mobile network, providing smartphone, m2m, IoT and mobile broadband services to B2C and B2B customers. Its Norwegian business was the fastest growing mobile network operator in Europe in 2017. Ice Group also offers mobile broadband, m2m and IoT services in Sweden and Denmark through its own network. For more information, see www.icegroup.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 or completeness. None of DNB Markets (a part of DNB Bank ASA) and Pareto Securities AS (the “Joint Lead Managers”) or any of their respective 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 Company.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, 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). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. The 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 comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities referred to in this announcement to any person in any jurisdiction, including, Australia, Canada, Japan, South Africa or the United States or in 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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within 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 compliance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United Stated or to conduct a public offering of securities in the United States.
This announcement is only being distributed to and is only directed at persons in the United Kingdom 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 announcement 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. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Member State. The information 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 or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
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 Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
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", "expect", "anticipate", "strategy", "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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, the Joint Lead Managers and their respective affiliates expressly disclaim 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.
This announcement does not constitute a recommendation concerning the Private Placement. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Private Placement cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Private Placement for the entity concerned.
The Joint Lead Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended Private Placement. They will not regard any other person as their respective clients in relation to the intended Private Placement 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 intended Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.