KITRON ASA: PRIVATE PLACEMENT SUCCESSFULLY PLACED
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(2025-11-25) Reference is made to the stock exchange announcement made by Kitron ASA (the “Company“) on 25 November 2025 regarding a contemplated private placement of up to 17,000,000 new ordinary shares in the Company (“Offer Shares“) by way of an accelerated bookbuilding process (the “Private Placement“).
The Company is pleased to announce that the Private Placement has been successfully placed.
The Company has allocated 17,000,000 Offer Shares in the Private Placement, each at an offer price of NOK 57.25 (the “Offer Price“), raising approx. NOK 973.25 million in gross proceeds.
Approx. NOK 814 million of the net proceeds from the Private Placement will be used to finance the cash consideration to be paid in the acquisition of DeltaNordic AB (the “Acquisition”), as announced by the Company on 19 November 2025. The excess net proceeds will be used for general corporate purposes and to strengthen the Company’s balance sheet for further strategic opportunities. If the Acquisition for any reason is not completed as planned or at all following completion of the Private Placement, all of the net proceeds from the Private Placement will be used for general corporate purposes and to strengthen the Company’s balance sheet for further strategic opportunities. Please see the investor presentation released in connection with the Acquisition for additional information.
The Offer Shares will be issued based on the existing board authorisation to issue new shares (the “Board Authorisation“) granted by the Company’s annual general meeting held on 24 April 2025. Based on the Board Authorisation, the board of directors has resolved to issue the 17,000,000 Offer Shares, all of which will be subscribed by Nordea Bank Abp, filial i Norge AS, DNB Carnegie, a part of DNB Bank ASA and Pareto Securities AS (collectively, the “Managers“) and, once issued, will be delivered to the subscribers allocated Offer Shares in the Private Placement.
Notifications of allocation of Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Managers on 26 November 2025 before 09:00 CET.
Settlement of the Private Placement will be made on a delivery versus payment basis (“DVP“). The DVP settlement will be facilitated by a pre-funding agreement entered into between the Company and the Managers (the “Pre-Payment Agreement“). The Offer Shares allocated to applicants in the Private Placement will be tradable after the announcement by the Company that the share capital increase pertaining to the Private Placement has been registered with the Norwegian Register of Business Enterprises (the “NRBE“), which is expected on or about 27 November 2025 (T+1). Settlement is expected to take place on or about 28 November 2025 (T+2) on a DVP basis.
Completion of the Private Placement by delivery of Offer Shares to investors is still conditional upon (i) the Pre-Payment Agreement remaining in full force and effect, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the NRBE and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS“).
Following registration of the share capital increases pertaining to the Private Placement with the NRBE, the Company will have a share capital of NOK 21,640,285.90 divided into 216,402,859 shares, each with a nominal value of NOK 0.10.
Equal treatment considerations and potential subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the Norwegian Securities Trading Act. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company’s funding requirements. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement will not result in a significant dilution of existing shareholders and that is based on a publicly announced accelerated bookbuilding process. On this basis, the Board has considered the proposed transaction structure and the Private Placement to be in the common interest of the Company and its shareholders.
The Board has considered a potential subsequent offering following the Private Placement and concluded not to propose to carry out a subsequent offering directed towards shareholders who did not participate, nor were wall crossed in the Private Placement. The decision is primarily based on the limited dilution for the non-participating shareholders caused by the Private Placement representing 8.5% new shares as well as the pricing in the Private Placement being set at a modest discount to the last closing price on Euronext Oslo Børs 25.11.2025 at ~4.9%.
The following persons discharging managerial responsibilities (“Primary Insiders“) and close associates were allocated Offer Shares in the Private Placement:
- Cathrin Nylander, CFO of the Company, was allocated 20,695 Offer Shares;
- Peter Nilsson, CEO of the Company, was allocated 20,695 Offer Shares;
- Petra Grandinson, board member of the Company, was allocated 10,347 Offer Shares;
- Malfrid Brath, board member of the Company, was allocated 10,347 Offer Shares;
- Gyrid Skalleberg Ingerø, board member of the Company, was allocated 10,347 Offer Shares;
A stock exchange announcement on transactions carried out by Primary Insiders and close associates in accordance with the market abuse regulation will be published separately.
Nordea Bank Abp, filial i Norge AS is acting as Sole Global Coordinator and Joint Bookrunner for the Private Placement and DNB Carnegie, a part of DNB Bank ASA, and Pareto Securities AS as Joint Bookrunners. Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 948 40 850
Cathrin Nylander, CFO, tel.: +47 900 43 284
Email: investorrelations@kitron.com
Kitron is a leading Scandinavian electronics manufacturing services company for the Connectivity, Electrification, Industry, Medical devices and Defence/Aerospace sectors. The group has operations located in Norway, Sweden,
Denmark, Lithuania, Germany, Poland, the Czech Republic, India, Malaysia, China and the United States. Kitron has about 2 400 employees, and revenues were EUR 647 million in 2024.
www.kitron.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Cathrin Nylander, CFO of Kitron ASA, at the time and date stated above in this announcement.
Important Information
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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “EU Prospectus Regulation”) (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.
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 “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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any 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 or liability 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 their 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.
