NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES.
PSI Group ASA ("PSI" or the "Company") has retained SEB Enskilda as sole Manager (the "Manager") to advise on and effect a private placement after the close of trade on the Oslo Stock Exchange today raising gross proceeds of NOK 80 million (the "Private Placement").
The offer price is NOK 3.30 per new share. The minimum subscription and allocation will be EUR 50,000.
The application period commences today (1 June 2011) at 17:30 CET and close on 3 June 2011 at 08:00 CET. The Company may at any time resolve to close or extend the application period at its own discretion.
The Private Placement will be directed towards existing shareholders, Norwegian investors and international investors comprised by an exemption from a prospectus and any other filing or registration requirement in the applicable jurisdiction. Completion of the Private Placement, and hence delivery and trading of the new shares, will be conditional upon (i) approval of the share capital increases required for implementation of the Private Placement and the Subsequent Offering (as defined below) by the extraordinary general meeting (the "EGM") in the Company, expected to take place on or around 27 June 2011, (ii) that a prospectus for the listing of the new shares have been approved by the Financial Supervisory Authority of Norway and made public and (iii) that the sale of SQS Security Qube System AB to CKC is not completed prior to completion of the Private Placement. Subject to fulfilment of the foregoing conditions, the share capital increase in the Private Placement is expected to be registered in the Norwegian Register of Business Enterprises on or about 1 July 2011, immediately following which the new shares will be delivered and become tradable. The Manager has received indicative pre-commitments for the entire gross proceeds of NOK 80 million.
Following, and subject to, a satisfactory result from the placement, the board of PSI will propose to the EGM a subsequent offering (the "Subsequent Offering") at the same price as in the Private Placement, i.e. NOK 3.30 per new share, directed towards PSI shareholders as of 1 June 2011 (as recorded in the VPS on 7 June 2011 and the VPC on 8 June 2011) who were not invited to participate in the Private Placement. There can, however, be no guarantee that the Subsequent Offering will be resolved or authorized by the EGM.
The net proceeds from the contemplated Private Placement will be used mainly to repay parts of its loans to Fokus Bank, the Company's main loan provider, in order to meet the loan covenants. Based on this debt repayment, Fokus Bank has granted a one year (Q1 - Q4 2011) covenant waiver agreement should it be needed. Following completion of the Private Placement, the Company is also expected to be in a financial position to continue to grow its core businesses over the coming years.
Subject to a successful Private Placement, the PSI share will be traded ex the right to participate in the Subsequent Offering as from Friday 3 June 2011.
For additional information please contact:
Jørgen Waaler
CEO of PSI Group ASA
Phone +47 905 90 010
Or
Svein Jacobsen
Chairman of PSI Group ASA
Phone: +47 9226 2667
Facts about PSI Group
PSI Group is the leading global provider of closed and secure cash handling solutions wherever money moves. PSI Group is head quartered in Rælingen (Norway) and employs 320 staff in Scandinavia and Europe. PSI Group ASA is listed on both the Oslo Stock Exchange and the NASDAQ OMX exchange in Stockholm.
For more information, visit www.psigroup.no
This information is subject of the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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The shares to be offered 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 state securities laws, and will be offered within the United States only to qualified institutional buyers (`QIB`), as defined in Rule 144A under the U.S. Securities Act (`Rule 144A`), in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong or Japan.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, 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.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for PSI, such as planned expansions, investments or other projects, (c) targeted production volumes and costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in PSI's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
No assurance can be given that such expectations will prove to have been correct. PSI disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.