NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THEPEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THEDISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Reference is made to the stock exchange announcement published by Desert ControlAS (the “Company“) on 1 July 2026 regarding a contemplated fully underwrittenrights issue to raise gross proceeds of NOK 70 million (the “Rights Issue“).Completion of the Rights Issue is subject to, inter alia, approval by theextraordinary general meeting of the Company to be held at 17:00 (CEST) on 16July 2026 (the “EGM“), as further set out in the notice of the EGM published on2 July 2026 (the “EGM Notice“).
The board of directors of the Company has today, in consultation with ArcticSecurities AS (the “Manager”) and in accordance with the underwriting agreementsentered into between the Company and the underwriters in the Rights Issue,determined the proposed subscription price for the new shares to be offered inthe Rights Issue (the “Offer Shares”), and thus also the number of subscriptionrights and Offer Shares to be issued in the Rights Issue. The proposedsubscription price per Offer Share is NOK 0.2733, corresponding to thetheoretical share price exclusive of the subscription rights (TERP) calculatedon the basis of the volume-weighted average price (VWAP) of the Company’s shareson Euronext Growth Oslo over the last three trading days prior to the date ofthe EGM, less a discount of 32.5%.
Attached to this announcement are updated versions of the proposed resolutionsconcerning the Rights Issue to be approved at the EGM. The updated resolutions,which replace those previously included in the EGM Notice, now specify (i) theamount of the share capital increase pertaining to the Rights Issue, (ii) thenumber of Offer Shares and (iii) the subscription price per Offer Share.Additionally, the amounts proposed for the board authorisations have also beenupdated.
This information is published in accordance with the requirements of the Continuing Obligations.
For more information, please contact:
David Borah
Chief Financial Officer
Email: moc.lortnoctresed@harob.divad
Important notice
This announcement does not constitute an offer of securities for sale or asolicitation of an offer to purchase securities of the Company in the UnitedStates or any other jurisdiction. Copies of this document may not be sent tojurisdictions, or distributed in or sent from jurisdictions, in which this isbarred or prohibited by law. The securities of the Company may not be offered orsold in the United States absent registration or an exemption from registrationunder the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).The securities of the Company have not been, and will not be, registered underthe U.S. Securities Act. Any sale in the United States of the securitiesmentioned in this communication will be made solely to “qualified institutionalbuyers” as defined in Rule 144A under the U.S. Securities Act. No publicoffering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made bymeans of the Prospectus.
This announcement is an advertisement and is not a prospectus for the purposesof Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14June 2017 on prospectuses to be published when securities are offered to thepublic or admitted to trading on a regulated market, and repealing Directive2003/71/EC (as amended) as implemented in any EEA Member State (the “ProspectusRegulation”). Investors should not subscribe for any securities referred to inthis announcement except on the basis of information contained in theProspectus. Copies of the Prospectus will, following publication, be availablefrom the Company’s registered office and, subject to certain exceptions, on thewebsite of the Manager. In any EEA Member State, this communication is onlyaddressed to and is only directed at qualified investors in that Member Statewithin the meaning of the Prospectus Regulation, i.e., only to investors who canreceive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is onlydirected at persons in the United Kingdom that are “qualified investors” asdefined in paragraph 15 of Schedule 1 to the Public Offers and Admissions toTrading regulations 2024, and that are (i) investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) 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 togetherbeing referred to as “relevant persons”). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only torelevant persons and will only be conducted with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful to doso.
This document is not for publication or distribution in, directly or indirectly,Australia, Canada, Japan, the United States or any other jurisdiction in whichsuch release, publication or distribution would be unlawful, and it does notconstitute an offer or invitation to subscribe for or purchase any securities insuch countries or in any other jurisdiction. In particular, the document and theinformation contained herein should not be distributed or otherwise transmittedinto the United States or to publications with a general circulation in theUnited States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts anyresponsibility 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.