Goodtech ASA: Directed share issue of NOK 45 million successfully completed

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Oslo, 2 December 2020:



Reference is made to the stock exchange announcement published by Goodtech ASA
("Goodtech" or the "Company", ticker code "GOD") on 2 December 2020, concerning
the contemplated directed share issue of new shares in the Company (the
"Directed Share Issue"). 



The Company is pleased to announce that the Directed Share Issue has been
successfully completed. Following strong demand after the announcement of the
contemplated issue, the Company decided to increase the size of the directed
share issue, raising approximately NOK 45 million in gross proceeds through the
allocation of 4,166,666 shares (the "Shares") at a subscription price of NOK
10.80 per share. The subscription price represents a 2.7% discount to the last
closing price. 



The Directed Share Issue and the issuance of the 4,166,666 Shares were resolved
by the Company's board of directors (the "Board") at a board meeting held on 2
December 2020, based on the authorisation granted to the Board at the Company's
annual general meeting held on 16 April 2020. The Shares will be settled with
existing and unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange pursuant to a share lending arrangement between the Company,
the bookrunners and Holmen Industri AS together with Westhawk AS as share
lenders. The Shares delivered to the investors will be tradable from allocation
and is tradable on the Oslo Stock Exchange from 3 December 2020. 



Completion of the Directed Share Issue implies a deviation from the existing
shareholders' pre-emptive rights to subscribe for and be allocated new shares.
The Board has carefully considered such deviation and has resolved that the
Directed Share Issue is in the best interests of the Company and its
shareholders. In reaching this conclusion the Board has among other things
considered the subscription price achieved in the Directed Share Issue compared
to recent market pricing of the Company's shares, the limited increase of the
share capital represented by the Directed Share Issue and the necessity for the
Company to realize its communicated growth targets in line with its approved
strategy. 



Notification of allotment of the Shares and payment instructions is expected to
be sent to the applicants through a notification from the Bookrunner on 3
December 2020. Settlement of the Directed Share Issue towards investors will be
made on a delivery versus payment basis from 7 December 2020 (t+2 settlement).




Following registration of the new share capital pertaining to the Shares in the
Directed Share Issue with the Norwegian Register of Business Enterprises, which
is expected to take place on or about 8 December, the Company will have an
issued share capital of NOK 54,085,624, divided into 27,042,812 shares, each
with a par value of NOK 2. 

Goodtech intends to use the net proceeds from the Directed Share Issue for the
following purposes:



- Further strengthen position as preferred partner of automation, power and
industrial engineering;

- Expand engineering capabilities to accelerate growth in selected profitable
market niches;

- Continue to optimize internal infrastructure to achieve more effective
operations at a lower cost;

- Increase investments in developing digital products and services;

- Strengthen sales team and marketing efforts;

- Strengthen financial position to improve competitive position and support the
company to act swiftly if an attractive M&A opportunity emerges; and

- Other general corporate purposes



The following primary insiders participated in the Directed Share Issue: 



- Holmen Industri AS, represented at the board by Stig Grimsgaard Andersen and
Karl-Erik Staubo, has subscribed for 435,185 new shares and will hold 3,507,661
shares in the Company, corresponding to 12.97% of the total outstanding shares
following the Directed Share Issue. 



- Acumulus AS, a company controlled by Stig Grimsgaard Andersen, chairman of the
board, has subscribed for 92,592 new shares in the Directed Share Issue.
Following completion of the Directed Share Issue, Stig Grimsgaard Andersen
holds, directly or indirectly, 199,492 shares in the Company.



- KES AS, a company controlled by Karl-Erik Staubo, board member, has subscribed
for 92,592 new shares in the Directed Share Issue. Following completion of the
Directed Share Issue, Karl-Erik Staubo holds, directly or indirectly, 197,592
shares in the Company.



- Westhawk AS, a company controlled by Åge Westbø, board member, has subscribed
for 342,592 new shares in the Directed Share Issue. Following completion of the
Directed Share Issue, Åge Westbø holds, directly or indirectly, 2,408,541 shares
in the Company.



- Margrethe Hauge, appointed new CEO of the Company, has subscribed for 23,148
new shares in the Directed Share Issue. Following completion of the Directed
Share Issue, Margrethe Hauge holds 24,726 shares in the Company.

Carnegie AS is acting as manager and bookrunner for the share offering and
Advokatfirmaet Selmer AS is acting as the Company's legal adviser. 



For further information, please contact: 

Eric Staurset, CEO Goodtech ASA
 
Tel.: [phone] 

Email: [e-mail] 



About Goodtech:

Goodtech is a leading Nordic environmental and technology supplier with main
competence within automation, industrial IT, environmental technology and
advanced industrial production technology. Our vision is to be the preferred
choice for industrial efficiency.



IMPORTANT NOTICE 

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. 



Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. 



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 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. 



In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended (together with any applicable
implementing measures in any Member State. 



This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so. 



Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company's ability
to attract, retain and motivate qualified personnel, changes in the Company's
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. 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. The Company does not guarantee that the assumptions underlying the
forward-looking statements in this presentation are free from errors nor does it
accept any responsibility for the future accuracy of the opinions expressed in
this presentation or any obligation to update or revise the statements in this
presentation to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this document. 



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 Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement. 



Neither the Joint Bookrunners 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 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 Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement. 



The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. 



This information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.

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