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Eltek ASA (OSL:ELT) Reference is made to the stock exchange announcement dated 5 December 2008 regarding the contemplated private placement of shares in Eltek ASA ("Eltek" or the "Company"). The Company has placed 250,000,000 shares at NOK 1.0 per share to existing shareholders and new institutional and private investors, with gross proceeds of NOK 250,000,000 (the "Private Placement").
Completion of the Private Placement is conditional upon approval by the Extraordinary General Meeting to be held on 19 December 2008.
Following the registration of the Private Placement the number of shares outstanding in Eltek will be increased from 49,205,923 shares to 299,205,923 shares, each with a nominal value of NOK 1.0.
The shares to be issued in the Private Placement will not be tradable on Oslo Børs until the share capital increase has been (i) resolved by the Company's Extraordinary General Meeting, (ii) the shares have been fully paid; (iii) the share capital increase has been registered in the Norwegian register of business enterprises (Foretaksregisteret); (iv) the shares have been registered with the VPS; and (v) a listing prospectus for the new shares has been approved by Oslo Børs and published.
The Private Placement was managed by SEB Enskilda AS.
The following primary insiders were allocated shares in the Private Placement:
Abre Invest AS, a company controlled by Andreas Brekke, Business Development Director in Eltek, was allocated 100,000 shares. Total holding after the Private Placement will be 110,000 shares and 25,000 options.
Altera Management, a company controlled by Arve Johansen, Board member of Eltek, was allocated 400,000 shares. Total holding after the Private Placement will be 440,420 shares and 0 options.
Knut Aven, CEO Eltek Valere, was allocated 200,000 shares. Total holding after the Private Placement will be 202,000 shares and 85,000 options.
CC Industries was allocated 66,000,000 shares. Total holding after the Private Placement will be 77,389,777 shares and 0 options. The president of CC Industries is Willam H. Crown, Board member of Eltek.
Mads Dahl, Board member in Eltek, was allocated 20,000 shares. Total holding after the Private Placement will be 20,100 shares and 4,000 options.
Eltek Holding AS, a company controlled by the Angelil family, was allocated 50,000,000 shares. Board member Birgitte Feginn Angelil`s husband, Morten F. Angelil, is a shareholder of Eltek Holding AS. Total holding of the Angelil family after the Private Placement will be 58,977,970 shares and 0 options.
Per Arne Henæs, CEO in Nera Networks, was allocated 500,000 shares. Total holding after the Private Placement will be 502,100 shares and 90,000 options.
Jantjo Invest AS, a company controlled by Jan T Jørgensen, CEO in Eltek, was allocated 250,000 shares. Total holding after the Private Placement will be 260,000 shares and 40,000 options.
Jørgen Larsen, Business Development Director in Eltek, was allocated 300,000 shares. Total holding after the Private Placement will be 395,216 shares and 80,000 options.
PÃ¥l Skistad, CFO in Eltek, was allocated 250,000 shares. Total holding after the Private Placement will be 265,000 shares and 45,000 options.
Toleko AS, a company controlled by Erik Thorsen, Chairman of the Board, was allocated 10,000 shares. Total holding after the Private Placement will be 12,500 shares and 0 options.
Edward S. Weil, Jr. Revocable Trust, Dia Weil 2002 Trust and Edward S. Weil, Jr. Descendant's Trust, all controlled by Edward S. Weil, Jr., husband of Dia S. Weil, Board member of Eltek, were allocated a total of 5,562,500 shares. After the Private Placement Edward S. Weil Jr. controls 6,657,323 shares and 0 share options.
The Eltek Board will consider conducting a subsequent repair offering with an amount up to NOK 30 million directed to shareholders of the Company as of 5 December 2008 that were not offered or invited to participate in the Private Placement. The decision to conduct a subsequent repair offering, if any, will be made by the Eltek Board following the Extraordinary General Meeting in Eltek to be held 19 December 2008.
A listing prospectus will be prepared in connection with the listing of the new shares from the Private Placement and the possible subsequent repair issue.
For further information, please contact Jan T. Jørgensen, CEO, +47 918 37 759 Pål Skistad, CFO, tel. +47 908 50 378
Important Notices The contents of this announcement have been prepared by and are the sole responsibility of Eltek ASA ("Eltek"). SEB Enskilda AS is acting exclusively for Eltek and no one else and will not be responsible to anyone other than Eltek for providing the protections afforded to their respective clients, or for advice in relation to the contemplated private placement and possible subsequent offering, the contents of this announcement or any of the matters referred to herein. The distribution of this announcement and other information in connection with the private placement and the possible subsequent offering 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. This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The private placement and the possible subsequent offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not an offer to sell or the solicitation of any offer to buy any Eltek shares or other securities of Eltek (the "Securities") in the United States or in any other jurisdiction. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. Eltek will not make a public offering of Securities in the United States in connection with the private placement or the possible subsequent offering. The Eltek shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan. In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement. All investment is subject to risk. The value of the Eltek shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.