Registration of share capital increase of 13,719,337 new shares
completed
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
REGISTRATION OR ANY OTHER MEASURES
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING
MEMORANDUM OR A PROSPECTUS AS DEFINED BY REGULATION (EU) NO.
2017/1129 OF 14 JUNE 2017.
Registration of share capital increase of
13,719,337 new shares
completed
In connection with the private placement of a total of
17,319,337 shares (nominally DKK 69,277,348) of DKK 4.00 each
comprising new shares and existing treasury shares that was
completed on 25 May 2023 (the “Placing”), GN Store
Nord A/S ("GN") hereby announces that GN has
registered with the Danish Business Authority the capital increase
of a nominal value of DKK 54,877,348 corresponding to 13,719,337
shares of DKK 4.00 each (the “New Shares”),
representing 10% of the registered share capital of the Company
prior to the capital increase and 9,1% of the share capital
following the share capital increase. The existing treasury shares
(the “Treasury Shares”) sold as part of the
Placing have in connection with the launch of the Placing been
transferred to a temporary ISIN code DK0062495669.
Accordingly, both the New Shares and the Treasury Shares sold in
the Placing are delivered in the temporary ISIN code DK0062495669.
The temporary ISIN code is expected to be merged with the permanent
ISIN code for the existing shares, DK0010272632 on or around 1 June
2023.
The New Shares are expected to be admitted to trading and
official listing under the permanent ISIN code on Nasdaq Copenhagen
A/S with effect from 31 May 2023. After registration of the share
capital increase, the share capital of GN amounts to nominally DKK
603,650,860 divided into 150,912,715 shares of DKK 4.00 each. The
total number of voting rights in GN are 603,650,860. Reference is
made to company announcements no. 19/2023 and no. 20/2023. An
updated version of the Articles of Association is attached and can
also be found at www.GN.com.
For further information, please contact:
Investors and analystsAnne Sofie Staunsbæk
Veyhe +45 45 75 85 06Rune Sandager +45 45 75 92 57 Press
and the media Steen Frentz Laursen +45 20 65 34 20
Important notice
This announcement does not constitute an offering memorandum or
a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June
2017 and nothing herein contains an offering of securities.
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities issued by GN Store Nord A/S in any
jurisdiction where such offer or sale would be unlawful and the
announcement and the information contained herein are not for
distribution or release, directly or indirectly, in or into such
jurisdictions.
This announcement and the information contained herein are not
for distribution in or into the United States of America (including
its territories and possessions, any state of the United States of
America and the District of Columbia) (the “United
States”). This document does not constitute, or form part
of, an offer to sell, or a solicitation of an offer to purchase,
any securities in the United States. Any securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”) and may not be offered or sold within the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States.
In any member state of the European Economic Area (“EEA
Member State”), other than Denmark, this announcement is
only addressed to, and is only directed at, investors in that EEA
Member State who fulfil the criteria for exemption from the
obligation to publish a prospectus, including qualified investors,
within the meaning of Regulation (EU) No. 2017/1129 of 14 June
2017.
In the United Kingdom, this announcement is only being
distributed to and is only directed at: (A) qualified investors, as
such term is defined in Article 2 of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018; and who are also (B)(i) persons outside the
United Kingdom or (ii) investment professionals falling within
Article 19(5) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or
(iii) high net worth entities falling within Article 49(2)(a) – (d)
of the Order (the persons described in (A) and (B)(i) through (iii)
above together being referred to as “relevant persons”). The
securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required to be published.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in GN’s securities. Any investment
decision to purchase or offer to purchase GN’s securities in
connection with the Placing must be made solely on the basis of
publicly available information, which has not been independently
verified by BNP PARIBAS, Danske Bank A/S, DNB Markets, a part of
DNB Bank ASA, J.P. Morgan SE, Nordea Danmark, filial af Nordea Bank
Abp, Finland, and Skandinaviska Enskilda Banken, Danmark, filial af
Skandinaviska Enskilda Banken AB (publ), Sverige (the
“Joint Global Coordinators”).
The Joint Global Coordinators and their affiliates are acting
exclusively for GN and no-one else in connection with the Placing.
They will not regard any other person as their respective clients
in relation to the Placing and will not be responsible to anyone
other than GN for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the Placing, the Joint Global Coordinators
and any of their affiliates, acting as investors for their own
accounts, may subscribe for or purchase shares in GN and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such shares and other securities of
GN or related investments in connection with the Placing or
otherwise. The Joint Global Coordinators do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do
so.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements are
statements that are not historical facts and that can be identified
by words such as “believe”, “expect”, “anticipate”, “intends”,
“estimate”, “will”, “may”, “continue”, “should”, and similar
expressions. The forward-looking statements in this announcement
are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although GN believes 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 its control. 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. GN expressly disclaims any obligation
or undertaking to release any updates or revisions to the
forward-looking statements set forth herein. Accordingly, GN urges
readers not to place undue reliance on any of the forward-looking
statements set forth herein. 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 information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This announcement does not
constitute a recommendation concerning any investor’s option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement
and publicly available information. The price and value of GN’s
securities can go down as well as up. Past performance is not a
guide to future performance.
Neither the content of GN's website nor any website accessible
by hyperlinks on the Company's website is incorporated in, or forms
part of, this announcement.
About GN
GN facilitates communication between people through intelligent
hearing, audio, video, and gaming technology. Inspired by people
and driven by our passion for innovation, we leverage technologies
to deliver unique user experiences that bring people closer through
the power of sound and vision.
GN was founded more than 150 years ago with a vision to connect
the world. Today, we proudly honor that legacy with our
world-leading expertise in the human ear, audio, video and speech,
wireless technologies, software, miniaturization, and collaboration
with leading technology partners. GN's solutions are marketed by
the brands ReSound, SteelSeries, Jabra, Beltone, Interton,
BlueParrott, Danavox and FalCom in 100 countries. Founded in 1869,
the GN Group employs 8,000 people and is listed on Nasdaq
Copenhagen (GN.CO).
Visit our homepage GN.com - and connect with us on LinkedIn,
Facebook and Twitter
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