NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
Lysaker, 12 July 2021
Reference is made to the stock exchange announcements by Carbon Transition ASA
(in the process of changing the company name from Axxis Geo Solutions ASA) (the
"Company") on 16 June 2021 and 23 June 2021 regarding the approval and
publication of a prospectus and commencement of the subscription period in the
repair offering of up to 200,000,000 new shares of the Company (the "Offer
Shares") at a subscription price of NOK 0.10 per Offer Share (the "Subsequent
Offering"). Reference is further made to the stock exchange announcement by the
Company on 7 July 2021 regarding approval and publication of a supplemental
prospectus (the "Supplemental Prospectus").
The subscription period for the Subsequent Offering expired on 8 July 2021 at
16:30 (CEST), and the deadline for withdrawing subscriptions made prior to
publication of the Supplemental Prospectus expired on 9 July 2021. The final
number of subscriptions received by the Company in the Subsequent Offering is
449,407,969. A total of 200,000,000 Offer Shares will be allocated in accordance
with the allocation criteria set out in the Prospectus, raising gross proceeds
of NOK 20,000,000.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber in the Subsequent Offering will be
distributed on 12 July 2021.
Subject to timely payment of the entire subscription amount in the Subsequent
Offering, the share capital increase pertaining to the Subsequent Offering is
expected to be registered with the Norwegian Register of Business Enterprises on
or about 19 July 2021 and the Offer Shares are expected to be delivered to the
VPS accounts of the subscribers to whom they are allocated on or about 19 July
ABG Sundal Collier ASA and Sparebank 1 Markets AS are acting as managers and
joint bookrunners in the Subsequent Offering (the "Managers").
Bjørn Gisle Grønlie, Chairman
+ 47 917 51 194
Ronny Bøhn, CEO
+47 905 58 517
Nils Haugestad, CFO
+47 977 04 439
About Carbon Transition ASA (in the process of changing the company name from
Axxis Geo Solutions ASA)
Carbon Transition ASA ("CT") is an investment company listed on EURONEXT EXPAND
OSLO. CT has a focus towards investing in companies and technologies engaged in
the "energy transition" area, which contribute to significant reductions of
carbon emissions. CT may also invest more broadly in the "energy transition"
space. CT has a legacy OBN seismic business operating under the name Axxis Geo
Solutions, with both a node-technology seismic contract business, and a
multiclient library. This business unit is categorized as an investment, and
revenues generated from this business unit may be invested in the "energy
More information on www.axxisgeo.com
This announcement is not an offer to sell or a solicitation of an offer to
purchase or subscribe for shares in the Company. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement may not be distributed or sent into
any jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Persons into whose possession this announcement
or such other information should come are required to inform themselves about
and to observe any such restrictions. In particular, this announcement is not
for publication or distribution in, directly or indirectly, Australia, Canada,
Japan or the United States.
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 or their
securities 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.
Neither the Managers nor any of their respective 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 and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect the
Company's current expectations and assumptions as to future events and
circumstances that may not prove accurate. A number of material factors could
cause actual results and developments to differ materially from those expressed
or implied by such forward-looking statements.
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.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
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