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Airthings ASA: Private placement successfully completed

Reference is made to the stock exchange release from Airthings ASA (“Airthings” or the “Company”), a global leader of indoor air quality solutions for consumers, businesses and radon professionals, published on 20 October 2020 regarding a contemplated private placement (the "Private Placement") and admission to trading on Merkur Market.

Airthings is pleased to announce that the Private Placement has been successfully completed with a total transaction size of NOK 864 million through the allocation of 64,000,000 shares at a price (the "Offer Price") of NOK 13.50 per Offer Share (as defined below). The Private Placement, which attracted strong interest from Norwegian, Nordic and international high-quality institutional investors, was significantly oversubscribed and included cornerstone investments from DNB Asset Management, Eika Kapitalforvaltning, Handelsbanken Fonder and CentraGruppen, as well from the existing shareholders Storebrand Asset Management and KLP Kapitalforvaltning.

The Private Placement raised gross proceeds of NOK 500 million to the Company through the issuance of 37,037,037 new shares (the “Primary Offering”). The Company intends to use the net proceeds from the Primary Offering to invest in global growth initiatives, building scale and strengthening its solutions, as well as general corporate purposes.

In addition to the Primary Offering, a consortium of the largest shareholders (the “Selling Shareholders”) in the Company have sold 21,462,963 existing shares resulting in a total base deal size of 58,500,000 new and existing shares (the “Offer Shares”). Furthermore, the Managers (as defined below) have over-allotted 5,500,000 shares in the Private Placement (the “Additional Shares”). The Additional Shares will be settled by existing shares borrowed from the Selling Shareholders, who has also granted ABG Sundal Collier ASA, acting as stabilisation manager on behalf of the Managers, an option to purchase a number of existing equal to the number of over-allotted shares to cover any short positions resulting from any over-allotments made. The stabilisation manager may also, in a period of 30 days from the first day of listing and in accordance with the principles of the EC Commission Regulation 2273/2003, close out such short position by buying shares in the open market with a view to supporting the market price of the shares. Net profits from any such stabilisation activities will be to the benefit of the Company.

Following the Private Placement, the Company will have 170,299,237 shares outstanding, each with a par value of NOK 0.01, resulting in a market capitalization of Airthings of NOK 2,299 million based on the Offer Price.

The Company and Selling Shareholders as well as members of the Company's management and board of directors have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of six or twelve months.

Allocation to investors will be communicated on 23 October 2020. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 30 October 2020 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

Airthings has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be on or about 30 October 2020, under the ticker symbol "AIRX-ME".

Advisors:

ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Global Coordinators and Joint Bookrunners and Arctic Securities is acting as Joint Bookrunner in connection with the Private Placement (together with the Joint Global Coordinators, the “Managers”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. ABG Sundal Collier ASA is acting as Merkur Advisor in connection with the Admission. Gambit H&K AS is acting as communication advisor to the Company.

For more information, please contact:

  • Øyvind Birkenes, Chief Executive Officer
    +47 922 43 551
  • Erik Lundby, Chief Financial Officer
    +47 924 00 396

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Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA 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 Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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 or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.