Initiating offer to all shareholders of share buy back
With reference to the authorization given by the extraordinary general meeting of Otello Corporation ASA (the “Company”) on 27 January 2022 for the Company to acquire up to 10,000,000 shares in the Company, the Company hereby launches an offer to all shareholders in the Company to buy back up to 10,000,000 shares in Otello Corporation ASA (approximately 10% of the current outstanding shares in the Company) (the “Offering”).
The Company is, as previously communicated, committed to return cash to shareholders with a view to distributing all excess cash to its owners. The Board of Directors of Otello has thus decided to carry out a share buyback program. The shares purchased through the share buyback program may be used for prospective reductions of the share capital. The share buyback program will be carried out in accordance with applicable laws and regulations and information pertaining to the share buyback program will be disclosed by way of stock exchange notices.
The Company is at the release of the offer not in possession of material non-public information.
The offer will be carried out by means of a book building process that starts on 21 March 2022 at 09:00 CET and ends on 25 March 2022 at 16:30 CET (the “Application Period”). The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly. Pricing and allocation is expected on or about 28 March 2022, the trade date is expected to be on or about 28 March 2022 with settlement date expected on or about 30 March 2022. The Company has mandated DNB Markets, a part of DNB Bank ASA (“DNB Markets) as sole bookrunner and shareholders wanting to sell shares should fill out and send the attached acceptance form to demand@dnb.no. Existing customers of DNB Markets can contact DNB Markets at +47 24 16 90 20 with their respective volume and price targets.
The Company will in the event of receiving acceptances above 10,000,000 shares depending on the prices and volumes shown by selling shareholders, allocate shares at its discretion, with the equal treatment of shareholders as the primary objective. The Company reserves the right, at its own discretion, to extend or terminate the Offering at any time.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION
The information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. The Offer and the distribution of this announcement and other information in connection with the offer may be restricted by law in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States”). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance
