20/10/2017 - The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, the United States, Australia, Japan, New Zealand, South Africa, Hong Kong, Canada or any other jurisdiction where the publication or distribution of this press release may be unlawful. Please see the important notice at the end of this announcement.

Sensys Gatso Group AB’s (publ) (“Sensys Gatso” or the “Company”) share issue with preferential rights for the Company’s shareholders has been fully subscribed. The subscription period for the rights issue ended on 17 October 2017. In the rights issue, 170,478,748 shares, corresponding to approximately 90.8 percent of the offered shares, have been subscribed for with subscription rights. In addition, applications for subscription without subscription rights of 73,586,538 shares have been received, corresponding to approximately 39.2 percent of the offered shares. The rights issue has thereby been oversubscribed by approximately 30.0 percent and Gatso Special Products BV’s guarantee undertaking will not be utilized. Gatso Special Products BV’s subscription for its pro rata share, corresponding to 33,120,218 shares, was, as previously communicated, conditional upon payment through set-off of claims, which the board has resolved to allow. Through the rights issue, Sensys Gatso will receive proceeds amounting to approximately SEK 103.3 million before issue costs.

Those who have subscribed for shares without subscription rights will be allotted shares according to the principles outlined in the prospectus published on 28 September 2017. Notification regarding allotment of shares to subscribers who have been allotted shares without subscription rights are expected to be distributed on 23 October 2017. Subscribed and allotted shares shall be paid in cash at the latest on the settlement day, 25 October 2017, in accordance with the instructions on the settlement note. Nominee registered shareholders will receive notification regarding allotment of shares in accordance with the respective nominee’s procedures. Only those who are allotted shares will be notified.

Through the rights issue Sensys Gatso’s share capital will increase by SEK 9,387,929.65 from SEK 32,857,753.85 to SEK 42,245,683.50 and the total number of shares will increase by 187,758,593 shares from 657,155,077 shares to 844,913,670 shares, when the rights issue has been registered by the Swedish Companies Registration Office.

The BTAs are traded on Nasdaq Stockholm until the rights issue has been registered by the Swedish Companies Registration Office and will thereafter be rebooked into shares. The new shares are expected to start trading on Nasdaq Stockholm in the beginning of November 2017.

Financial and legal advisors

Erik Penser Bank is financial advisor and Hannes Snellman Attorneys is legal advisor to Sensys Gatso Group in connection with the rights issue.

This information is information that Sensys Gatso Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16.35 on 20 October 2017.

Important notice

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Sensys Gatso. Any invitation to the persons concerned to subscribe for shares in Sensys Gatso will only be made through the prospectus which Sensys Gatso published on 28 September 2017.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Japan, New Zealand, South Africa, Hong Kong, Canada or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.

The subscription rights, paid subscribed shares and shares in Sensys Gatso have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or shares may be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. There will be no public offering of such securities in the United States.

The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the rights issue or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This press release contains certain forward-looking information that reflects Sensys Gatso’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.

Release 20171020 (pdf)

Release 20170830 (pdf)

Release prospectus (pdf)

Folder (pdf)

Documents in Swedish

Prospectus (pdf)

Anmälningssedel för teckning av aktier utan stöd av teckningsrätter (pdf)

Särskild anmälningssedel för teckning av aktier MED stöd av teckningsrätter (pdf)

For further information, please contact:

Claes Ödman, Chairman of the Board
+46 70 852 85 12

Sensys Gatso Group AB is a global leader in traffic management solutions for nations, cities and fleet owners. Sensys Gatso Group has subsidiaries in Australia, Germany, the Netherlands, Sweden and the USA, and a branch office in the United Arab Emirates. The Sensys Gatso Group’s shares are listed on Nasdaq Stockholm and has 169 employees.