NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
PSI Group ASA ("PSI Group" or the "Company") has today published the prospectus containing the terms and conditions for its rights issue raising gross proceeds of between NOK 60 million and NOK 73.2 million. The prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway and passported to Sweden.
The Offering:
Rights issue of between 18,181,819 and 22,188,020 newshares in the Company with a nominal value of NOK 0.62 each.
Subscription price:
The subscription price is NOK 3.30 per new share.
However, subscribers who are registered in Euroclear Sweden shall pay the subscription amount in SEK, based on a price per new share of SEK 3.91.
Subscription period:
From and including 8 August 2011 to 17:30 hours (CET) on 22 August 2011.
Subscription rights:
Each existing shareholder will receive one (1) subscription right for every one (1) existing share held based on their shareholdings at the end of 1 August 2011, as registered in the VPS or Euroclear Sweden as of 4 August 2011. Each subscription right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one (1) new share in the rights issue.
Subscription rights transferred to shareholders registered in the VPS will be fully tradable and listed on Oslo Børs with ticker code "PSI T" and subscription rights transferred to shareholders registered in Euroclear Sweden will be fully tradable and listed on NASDAQ OMX Stockholm with ticker code "PSI SEK TR". Subscription rights credited and allocated to shareholders registered in the VPS cannot be transferred to Euroclear Sweden nor be traded on NASDAQ OMX Stockholm and subscription rights credited and allocated to shareholders registered in Euroclear Sweden cannot be transferred to the VPS nor be traded on Oslo Børs.
For restrictions in respect of who may be allocated, or permitted to acquire, the subscription rights or to exercise the subscriptions rights, reference is made to Section 5.9 (Subscription Rights) and 6 (Restrictions on Sale and Transfer) of the prospectus.
Trading period for subscription rights:
On Oslo Børs: From and including 8 August 2011 to 17:30 hours (CET) on 22 August 2011.
On NASDAQ OMX Stockholm: From and including 8 August 2011 to 17:30 hours (CET) on 17 August 2011.
The subscription rights are expected to have commercial value. Subscription rights that are not used to subscribe for new shares prior to the end of the subscription period, or that are not sold, before the expiry of the relevant trading period indicated above (i.e. before 17:30 hours (CET) on 22 August 2011 for subscription rights listed on Oslo Børs and before 17:30 hours (CET) on 17 August 2011 for subscription rights listed on NASDAQ OMX Stockholm) will lapse without compensation and consequently be of no value.
Underwriting:
The minimum gross proceeds in the rights issue of NOK 60 million (i.e. the subscription of minimum 18,181,819 offer shares) is, subject to the terms and conditions of the underwriting agreement and the underwriters compliance with the underwriting agreement, underwritten by an underwriting syndicate consisting of certain existing shareholders and other investors.
The underwriters' obligations under the underwriting agreement are subject to the following conditions: (i) the underwriters having underwritten a number of new shares that in aggregate provides gross proceeds of NOK 60 million; (ii) the board of the Company resolving to proceed with the rights issue; (iii) the general meeting of the Company validly approving the rights issue; (iv) the Company publishing a prospectus in relation to the rights issue approved by the NFSA; and (v) the board of the Company issuing on or prior to the date of the prospectus for the rights issue a declaration of completeness in accordance with industry practice and (vi) that the sale of SQS Qube System AB has not been completed.
The underwriters' obligation expires in the event that they have not been notified of any allotment under the underwriting agreement within 24:00 hours (CET) on 30 September 2011.
As described in the section below, these conditions will under certain circumstances become conditions for completion of the rights issue. In such case, lack of satisfaction of these conditions may have the consequences described in the section below.
For further information regarding the underwriting reference is made to Section 5.21 (The Underwriting) of the prospectus.
Conditions for completion of the rights issue:
The completion of the rights issue is subject to the following conditions: (i) that, unless the minimum number of new shares in the rights issue is subscribed (i.e. 18,181,819 new shares), the underwriting agreement remains in full force and effect and that the underwriters comply with the terms and conditions of the underwriting agreement; and (ii) that the Company's sale of SQS Security Qube System AB has not been completed prior to the commencement of the subscription period.
If it becomes clear that the above conditions will not be fulfilled, the rights issue will be withdrawn. If the rights issue is withdrawn, all subscription rights will lapse without value, any subscriptions for, and allocations of, new shares that have been made will be disregarded and any payments for new shares made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights shall be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.
Distribution, and availability, of the prospectus:
Subject to applicable local securities laws, the prospectus will be sent by mail to all shareholders registered in the VPS or Euroclear Sweden as of 4 August 2011. The prospectus is also available at www.psigroup.com and www.sebenskilda.no. The prospectus can also be obtained from SEB Enskilda AS or SEB (Sweden) Issue Department.
For further information, please contact:
Jørgen Waaler
CEO of PSI Group ASA
Phone +47 905 90 010
www.psigroup.no
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This announcement is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. PSI Group 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. Any offering of securities will be made by means of a prospectus that may be obtained from PSI Group and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States.
This communication is directed only at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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 activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.