NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
(Oslo, 25 May 2020) Crayon Group Holding ASA (“Crayon” or the “Company”) has retained Arctic Securities AS and Danske Bank, Norwegian Branch (the “Managers”) to advise on and effect an undocumented private placement of new shares (the “Private Placement”). In addition, Karbon Invest AS is considering a potential secondary sale (the “Secondary Sale”, and together with the Private Placement the “Transaction”). The Transaction will be directed towards Norwegian and international investors after the close of Oslo Stock Exchange today.
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In the Private Placement, the Company will raise proceeds of up to NOK 300 million, by the issuance of new ordinary shares, representing up to approximately 5.7% of the outstanding capital of the Company at current share price levels. The proceeds in the Private Placement will be used for potential acquisition opportunities which may materialise as well as for general corporate purposes. The proceeds are not earmarked any specific target, but the Company sees the current environment as a good opportunity to accelerate its consolidation strategy from a position of strength.
In connection with the Private Placement, Karbon Invest AS (the “Seller”), owned by Jens Rugseth (co-founder and Chairman of the Board) and Rune Syversen (co-founder), is considering a sell-down of up to 3,000,000 shares (equivalent to approximately 1/3 of its current shareholding in the Company and 3.9% of the shares outstanding). The Seller currently holds 8,835,221 shares in the Company (representing 11.55% of the shares outstanding). The Seller is committed to remain a long term shareholder in the Company, but will use this opportunity to secure funding for other initiatives and balance its holding across its portfolio while at the same time increasing the free float in the Company. Remaining shares not sold in the transaction will be subject to a 180 day lock-up.
The price in the Transaction will be determined through an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The bookbuilding period for the Transaction commences today at 16:30 CET and closes 26 May 2020 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice.
Allocation of the shares in the Transaction will be determined at the end of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notices of allocation are expected to be sent to the investors on or about 26 May 2020. The Company will announce the final number of shares placed and the final placing price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 26 May 2020.
The new shares to be issued in connection with the Private Placement will be issued based on a Board authorisation granted by the Company’s general meeting held on 24 April 2020. Delivery of the new shares in the Private Placement will, in order to facilitate delivery-versus-payment and timely delivery of already listed shares, be made by delivery of existing and unencumbered shares in the Company made available under a share lending agreement entered into between the Managers and Karbon Invest AS. The shares allocated in both the Private Placement and the Secondary Sale will thus be tradable from allocation.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary and beneficial in the interest of time and successful completion of the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Company’s Board has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company in connection with the Private Placement.
For further queries, please contact:
Jon Birger Syvertsen, Chief Financial Officer
Crayon Group Holding ASA
Tel.: +47 97 19 92 51
Email: Jon.Birger.Syvertsen@crayon.com
Magnus Hofshagen, VP Corporate Development & IR
Crayon Group Holding ASA
Tel.: +47 48 49 91 95
Email: magnus.hofshagen@crayon.com
About Crayon
Crayon Group Holding ASA is a leading IT advisory firm in software and digital transformation services. With unique IP tools and skilled employees, Crayon help optimize its clients’ ROI from complex software technology investments. Crayon have long experience within volume software licensing optimization, digital engineering, predictive analytics and assists the clients through all phases of the process of a digital transformation. Headquartered in Oslo, Norway, the company has approximately 1,500 employees in 50 offices worldwide.
Important Notices
This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
The Managers are acting for the Company and the Seller in connection with the Transaction and no one else and will not be responsible to anyone other than the Company and the Seller for providing the protections afforded to their respective clients or for providing advice in relation to the Transaction or any other arrangement 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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