GN Store Nord announces intention to initiate a rights issue
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This announcement does not constitute an offering memorandum
or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14
June 2017. The offer to acquire securities pursuant to the offering
is made, and any investor should make their investment decision,
solely on the basis of information that is contained in the
prospectus to be made generally available in Denmark in connection
with the offering.
GN Store Nord announces intention to initiate a rights
issue
In accordance with our announcement on November 11, 2022, GN has
conducted a comprehensive review of the appropriate capital
structure.
In light of the current macroeconomic environment and GN’s
leverage, GN announces today that it intends to raise gross
proceeds of DKK 7 billion in the first half of 2023 through the
issuance of new shares with pre-emptive rights for GN’s
shareholders (the “Rights Offering”).
Proceeds from the Rights Offering will be used to strengthen
GN’s balance sheet and provide appropriate financial
flexibility.
With these actions we are confirming our commitment to the
capital structure policy with a target of 1-2x NIBD/EBITDA, which
we plan to reach in the short term.
GN has entered into a standby underwriting letter with J.P.
Morgan, Nordea and BNP PARIBAS and, as such, the Rights Offering
is, subject to certain customary conditions, fully underwritten
with these banks to act as Joint Global Coordinators
(“JGCs”) and Joint Bookrunners. SEB is also
expected to join the JGCs in underwriting the Rights Offering as a
Joint Bookrunner (SEB, together with the JGCs, the
“Banks”). In connection with the Annual General
Meeting on March 15, 2023, GN’s Board of Directors plan to seek
authorization to increase the share capital with pre-emptive rights
for the existing shareholders.
For further information, please contact:
Investor RelationsAnne Sofie Staunsbæk Veyhe
+45 45 75 85 06Rune Sandager +45 45 75 92 57 Media
Relations Steen Frentz Laursen +45 20 65 34 20
Important noticeThis announcement does not
constitute an offering memorandum or a prospectus as defined by
Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein
contains an offering of securities. No one should purchase or
subscribe for any securities in the Company, except on the basis of
information in the prospectus published by the Company in
connection with the offering and admission of such securities to
trading and official listing on Nasdaq Copenhagen A/S. Copies of
the prospectus will, following publication be available from the
Company’s registered office and on the website of the Company.
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities issued by the Company in any
jurisdiction where such offer or sale would be unlawful and the
announcement and the information contained herein are not for
distribution or release, directly or indirectly, in or into such
jurisdictions.
This announcement and the information contained herein are not
for distribution in or into the United States of America (including
its territories and possessions, any state of the United States of
America and the District of Columbia) (the “United
States”). This announcement does not constitute, or form
part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States. The securities of GN
Store Nord A/S have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities
Act”) 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
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States. Any securities
sold in the United States will be sold only to qualified
institutional buyers (as defined in Rule 144A under the Securities
Act).In any member state of the European Economic Area
(“EEA Member State”), other than Denmark, this
announcement is only addressed to, and is only directed at,
investors in that EEA Member State who fulfil the criteria for
exemption from the obligation to publish a prospectus, including
qualified investors, within the meaning of Regulation (EU) No.
2017/1129 of 14 June 2017.
This announcement is only being distributed to and is only
directed at: (A) qualified investors, as such term is defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; and who
are also (B)(i) persons outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) high net worth
entities falling within Article 49(2)(a) – (d) of the Order (the
persons described in (A) and (B)(i) through (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 engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
The Banks and their affiliates are acting exclusively for the
Company and no-one else in connection with the offering. They will
not regard any other person as their respective clients in relation
to the offering 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
offering, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the offering, the Banks and any of their
affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such shares and other securities of the Company or
related investments in connection with the offering or otherwise.
Accordingly, references in the offering memorandum or prospectus,
to the securities being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by,
such Banks and any of their affiliates acting as investors for
their own accounts. The Banks do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements are
statements that are not historical facts and that can be identified
by words such as “believe”, “expect”, “anticipate”, “intends”,
“estimate”, “will”, “may”, “continue”, “should”, and similar
expressions. The forward-looking statements in this announcement
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 Company expressly disclaims any
obligation or undertaking to release any updates or revisions to
the forward-looking statements set forth herein. Accordingly, the
Company urges readers not to place undue reliance on any of the
forward-looking statements set forth herein. The information,
opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change
without notice.
About GN
GN facilitates communication between people through intelligent
hearing, audio, video, and gaming technology. Inspired by people
and driven by our passion for innovation, we leverage technologies
to deliver unique user experiences that bring people closer through
the power of sound and vision.
GN was founded more than 150 years ago with a vision to connect
the world. Today, we proudly honor that legacy with our
world-leading expertise in the human ear, audio, video and speech,
wireless technologies, software, miniaturization, and collaboration
with leading technology partners. GN's solutions are marketed by
the brands ReSound, SteelSeries, Jabra, Beltone, Interton,
BlueParrott, Danavox and FalCom in 100 countries. Founded in 1869,
the GN Group employs 8,000 people and is listed on Nasdaq
Copenhagen (GN.CO).
Visit our homepage GN.com - and connect with us on LinkedIn,
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