Important Information
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
The following information is prepared in connection with the subsequent offering (the "Subsequent Offering") of up to 46,606,383 new shares in Axactor ASA (the "Company"), each with a nominal value of NOK 2.50 (the "Offer Shares") to be issued at a subscription price of NOK 4.70 per Offer Share. Subscription rights (the "Subscription Rights") will be/were issued to eligible shareholders on 26 May 2026, in order to allow them to subscribe for Offer Shares.
The information contained in this section of the website of the Company is (a) only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S.Securities Act")) ("QIBs") or (ii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Australia, Switzerland, Singapore, Hong Kong or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer of, or an invitation to purchase, any of the Offer Shares or to use the Subscription Rights to subscribe for Offer Shares of the Company in the United States, Canada, Australia, Switzerland, Singapore, Hong Kong, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The Subscription Rights and Offer Shares being granted and offered, respectively, in the Subsequent Offering have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not and will not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the applicable securities laws of any state or jurisdiction of the United States. The Offer Shares, including the Subscription Rights, are being offered (i) within the United States only to QIBs, as defined in Rule 144A of the U.S. Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (ii) outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act, in each case, in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.
Furthermore, the Subscription Rights and the Offer Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, Hong Kong, Switzerland, Singapore, Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or exercised to or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Australia, Hong Kong, Switzerland, Singapore, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.
Any investment or investment activity to which this information relates is available only to, and will be engaged in only with, persons in the United Kingdom who are "qualified investors" or otherwise in circumstances that do not require publication by the Company of a prospectus pursuant to section 85(1) of the U.K. Financial Services and Markets Act 2000. This Prospectus is only being distributed to and is only directed at (i) persons who have professional experience, knowledge and expertise in matters relating to investments and who qualify as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "Relevant Persons") and (ii) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
Certain information and documents in this portion of the website are advertisements and such information and documents do not constitute a prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129). The prospectus prepared pursuant to the Prospectus Regulation and approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) will constitute the sole basis for any subscription of Securities, and no other information and documents may be relied on for subscription purposes.
In any member state of the European Economic Area, other than Norway (each, a "EEA Member State"), that has implemented the EU Prospectus Regulation, the information and documents on this portion of the website are only addressed to and are only directed at qualified investors in that EEA Member State within the meaning of the EU Prospectus Regulation.
Certain statements contained in documents available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in documents available on this part of the website that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company's website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
I therefore certify that:
- I am a resident and physically present in a country outside the United States, Australia, Canada, Hong Kong Switzerland, Singapore, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures;
- I am authorised to access the information and documents contained on this portion of the website without being subject to any legal restriction and without any further action required by the Company; and
- I have read, understand and agree to comply with all of the restrictions set forth above.
Important Information
You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that make the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make the below certifications, please exit this page.
Certifications
“We are a “qualified institutional buyer” (a QIB) as defined in Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the US Securities Act). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”
“We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the US Securities Act.”
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