NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA
OR NEW ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OF CYBAERO AB.
CybAero AB (publ) ("CybAero" or the "Company") today announces that the
Company's private placement process, as announced by press release on June 22,
2015, will not be carried out as it has emerged that the timing to carry out a
private placement on attractive terms for the Company and its shareholders is
not favorable.
For more information, please contact:
Mikael Hult, CEO CybAero AB, +46 (0)13-4652900
email: mikael.hult@cybaero.se
Ina Nehr, Market director CybAero AB, +46 (0) 73-325 58 68,
email: ina.nehr@cybaero.se
Web: www.cybaero.se Videos: www.youtube.com/cybaero
About CybAero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for
safer and more cost-effective operations in, inter alia, hazardous environments.
The Company has made a great international impact with its APID ONE helicopter
which can be adapted for both military and civilian applications such as coastal
and border surveillance, search and rescue missions, and mapping.
CybAero has its head office in the Mjärdevi Science Park in Linköping, Sweden.
The Company has approximately 50 employees and has been listed on Nasdaq First
North since 2007. Remium Nordic AB is CybAero’s certified adviser. This is
information required to be disclosed by CybAero AB (publ) pursuant to the Nasdaq
First North Rulebook.
This information was released for publication on June 23, 2015, at 8.00 pm CET.
IMPORTANT INFORMATION
The release, publication or distribution of this press release may be restricted
in certain jurisdictions. This press release does not constitute an offer of, or
an invitation to purchase or subscribe for, any securities of CybAero AB in any
jurisdiction.
This press release does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities in the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and may
not be offered or sold in the United States absent registration except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements under the US Securities Act and in compliance with any applicable
laws of any state or other jurisdiction of the United States. There will be no
public offering of the securities in the United States. Copies of this
announcement should not be made in and may not be distributed or sent into the
United States, Australia, Hong Kong, Japan, Canada, Singapore, South Africa, New
Zealand or in any other jurisdiction in which then release, publication or
distribution would be unlawful.
This press release is not a prospectus for the purposes of Directive 2003/71/EC
(such Directive, together with any applicable implementing measures under such
Directive in the relevant home Member State, the “Prospectus Directive”).
CybAero AB has not authorized any offer to the public of shares or rights in any
Member State of the European Economic Area and no prospectus or other offering
document has been or will be prepared in connection with the Private Placement.
With respect to each Member State of the European Economic Area and which has
implemented the Prospectus Directive (each, a “Relevant Member State”), no
action has been undertaken to date to make an offer to the public of shares or
rights requiring a publication of a prospectus in any Relevant Member State. In
any Relevant 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.
This press release is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion Order 2005) (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and
(iii) above together being referred to as “relevant persons”). The securities
are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be given only to relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
Remium Nordic AB is acting exclusively for CybAero AB and no one else in
connection with the Private Placement. Remium Nordic AB will not regard any
other person (whether or not a recipient of this press release) as its client in
relation to the Private Placement and will not be responsible to anyone other
than CybAero AB for providing the protections afforded to its clients nor for
giving advice in relation to the Private Placement or any transaction or
arrangement referred to herein. No representation or warranty, express or
implied, is made by Remium Nordic AB as to the accuracy, completeness or
verification of the information set forth in this press release, and nothing
contained in this press release is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. Remium
Nordic AB assumes no responsibility for accuracy, completeness or verification
and, accordingly, disclaim, to the fullest extent permitted by applicable law,
any and all liability which it might otherwise be found to have in respect of
this press release or any such statement.
The Private Placement will be subject to conditions and termination events,
including those which are customary for such offerings. Remium Nordic AB
reserves the right to exercise or refrain from exercising its rights in relation
to the fulfillment or otherwise of any such conditions or the occurrence of any
termination event in such manner as the Company may determine in its absolute
discretion. All investors in the Private Placement will be deemed to acknowledge
that any offering of shares hence may not be completed and that neither the
Company nor Remium Nordic AB in such event shall have any liability to the
investors. All investors in the Private Placement will further be deemed to
acknowledge (i) the information in this press release, (ii) that the investors
are not relying (for purposes of making any investment decision or otherwise)
upon any advice, counsel or representations (whether written or oral) of the
Company, Remium Nordic AB or any of their respective affiliates or any non
-public information, and (iii) that they have consulted their own legal,
regulatory, tax, business, investment, financial, and accounting advisers to the
extent they have deemed necessary, and they have made their own investment
decisions based upon their own judgement and upon any advice from such advisers
as they have deemed necessary. All investors are also expected to execute a
customary investor letter or application agreement. The Company has not given,
and the investors have not received from the Company, any non-public information
in connection with the Private Placement.
This press release may contain "forward-looking statements”, which are
statements related to future events. In this context, forward-looking statements
often address CybAero AB's expected future business and financial performance,
and often contain words such as "expect”, "anticipate”, "intend”, "plan”,
"believe”, "seek”, or "will”. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain and can be influenced by many
factors, including the behavior of financial markets, fluctuations in interest
and exchange rates, commodity and equity prices and the value of financial
assets; the impact of regulation and regulatory, investigative and legal
actions; strategic actions; and numerous other matters of national, regional and
global scale, including those of a political, economic, business and competitive
nature. These factors may cause CybAero AB's actual future results to be
materially different from those expressed in its forward-looking statements.
CybAero AB does not undertake to update its forward-looking statements.
