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Reference is made to the stock exchange announcement by Crayon Group Holding ASA (OSE: CRAYN) ("Crayon” or the “Company”) on 9 November 2021 regarding the contemplated private placement of new shares (the “New Shares”) and existing shares (together with the New Shares, the “Offer Shares”) million (the “Private Placement”). The Company hereby announces that it has allocated 3,685,000 New Shares in the Private Placement at a subscription price of NOK 190 per share, raising gross proceeds of approximately NOK 700 million. In addition, 1,582,149 existing shares were sold by Karbon Invest AS (the “Vendor”) at a subscription price of NOK 190 per share. Total gross proceeds of the Private Placement amounted to approximately NOK 1 billion. ABG Sundal Collier ASA and SpareBank 1 Markets AS are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
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The Private Placement was multiple times oversubscribed and attracted strong interest from existing shareholders as well as new Nordic and international institutional investors.
The net proceeds from sale of the New Shares will be used by the Company for future acquisitions and general corporate purposes.
The completion of the private placement is an important cornerstone for the future M&A strategy for Crayon, enabling continued growth for Crayon both organically and through additional M&A opportunities.
Following the Private Placement, the Vendor will hold 4,8000,000 shares in the Company, corresponding to 4.48% of the outstanding share capital. The Vendor is represented on the Board of Directors of the Company through Rune Syversen and Jens Rugseth. The Vendor has agreed with the Joint Bookrunners to a lock-up for a period of 180 days from the settlement date for the Private Placement, subject to customary exceptions.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners on 10 November 2021.
The New Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, Karbon Invest AS and the Joint Bookrunners. The New Shares will thus be tradable from allocation. The Joint Bookrunners will settle the share loan with a corresponding number of new shares in the Company which has been resolved issued by the Board pursuant to the authorisation granted at the Company’s annual general meeting on 16 April 2021. Consequently, the Board has today resolved to issue 3,685,000 new shares, each having a par value of NOK 1.00 at a subscription price of NOK 190 per share. The Board has considered the issue of the New Shares in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines and that, in addition to the relative size of the share issue compared to the current market capitalization of the Company, the issue of the New Shares has been issued faster, with less costs and transaction risks and with a subscription price with substantial less discount than would be the case for a rights issue. The Board has thus concluded that offering New Shares on acceptable terms at this time is in the common interest of the shareholders of the Company.
Following registration of the new share capital pertaining to the issue of New Shares in the Private Placement, the Company will have a share capital of NOK 87,663,864.00 divided into 87,663,864 shares, each with a par value of NOK 1.00.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
For additional information, please contact:
Melissa Mulholland, Chief Executive Officer
Email: melissa.mulholland@crayon.com
Phone: +47 412 91 163
Jon Birger Syvertsen, Chief Financial Officer
Email: Jon.Birger.Syvertsen@crayon.com
Phone: +47 97 19 92 51
About Crayon
Crayon is a customer-centric innovation and IT services company. We provide guidance on the best solutions for our clients’ business needs and budget with software, cloud, AI and big data. Headquartered in Oslo, Norway, Crayon has over 3,100 employees across more than 35 countries worldwide. For more information, visit our website at http://www.crayon.com/
Important Notices
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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 provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement 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 of 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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Jon Birger Syvertsen, Chief Financial Officer
on 9 November 2021 at 22:00 CET on behalf of the Company.
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