NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
The subscription period for the rights issue in PSI Group ASA (PSI Group) expired at 17:30 hours (CET) on 22 August 2011. At the expiry of the subscription period, PSI Group had received subscriptions for a total of 23,194,108 new shares. Up to 22,188,020 new shares were offered, thus the rights issue was oversubscribed with approximately 4.53 per cent. Approximately 58.08 per cent of the new shares on offer (approximately 12,886,259 shares) were subscribed through the exercise of subscription rights. Approximately 41.92 per cent of the new shares on offer (approximately 9,301,761 shares) were subscribed for through oversubscription.
In a board meeting today, the Board of Directors of PSI Group approved the final allocation of the shares offered in the rights issue based on the allocation criteria set out in the prospectus dated 3 August 2011. A total of 22,188,020 new shares have been allocated. Approximately 12,886,259 new shares have been allocated to subscribers on the basis of exercised subscription rights. Approximately 9,301,761 new shares have been allocated to holders of subscription rights as a result of oversubscription. No allocation has been made to subscribers without subscription rights.
Notifications of allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today to subscribers registered in the VPS. Subscribers registered in Euroclear Sweden will only receive a settlement note for new shares that have been subscribed without subscription rights. Payment for the allocated shares shall be made by subscribers registered in the VPS and subscribers registered in Euroclear Sweden who has not paid the subscription amount simultaneously with subscription within 31 August 2011 in line with the payment procedures described in the prospectus.
The new shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the rights issue has been registered with the Norwegian Register of Business Enterprises. It is expected that this will take place on or about 15 September 2011, immediately following which the new shares will be delivered to subscribers registered in the VPS and listed on Oslo Børs. The day thereafter, on 16 September 2011, delivery of new shares will be made to subscribers registered in Euroclear Sweden concurrently with listing of such new shares on NASDAQ OMX Stockholm.
Through the rights issue, PSI Group will receive gross proceeds in the amount of NOK 73.2 million. PSI Group's extraordinary general meeting held on 1 August 2011, resolved to increase the share capital of the company with minimum NOK 11,272,727.78 and maximum NOK 13,756,572.40 through the issue of minimum 18,181,819 and maximum 22,188,020 new shares as a result of the rights issue. Following registration of the share capital increase pertaining to the rights issue in the Norwegian Register of Business Enterprises, PSI Group's share capital will be NOK 27,513,144.80 divided by 44,376,040 shares, each with a nominal value of NOK 0.62.
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 ASA 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 ASA 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.