NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Elliptic Laboratories AS (“Elliptic Labs” or the “Company”) contemplates a private placement (the “Private Placement”) comprising of an offer of (i) new shares to raise gross proceeds of approximately NOK 150 million and (ii) existing shares offered by the Company’s CEO, Laila Danielsen, and EVP of Engineering, Espen Klovning (the “Selling Shareholders”) to raise gross proceeds of up to NOK 16 million (the new and the existing shares together, the “Offer Shares”). The total number of Offer Shares to be placed will depend on the final offer price to be determined following an accelerated bookbuilding process. The issue of the new shares will take precedence over the sale of existing shares in the Private Placement.
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Carnegie AS and SpareBank 1 Markets AS are acting as joint lead managers and joint bookrunners in connection with the Private Placement (jointly the “Managers”).
The existing shareholders Passesta AS (a company owned by chairman of the Company’s board of directors Tore Engebretsen and his immediate family) and MP Pensjon PK have pre-committed to apply for Offer Shares in the Private Placement with NOK 7.5 million and NOK 10 million, respectively. In addition, Lars Holmøy, CFO of Elliptic Labs, has pre-committed to apply for Offer Shares with NOK 0.5 million through his company J12 Invest AS.
The net proceeds to the Company from the Private Placement will be used to accelerate growth through the following initiatives: (i) Pursue and fund near-term growth opportunities like the recently announced enterprise software license agreement, including further R&D and technical development; (ii) ensure a strong balance sheet to meet counterparty requirements for large projects; (iii) fund organizational build-up on the back of recent contract wins and scale-up; (iv) further business development and value accretion; and (v) for general corporate purposes.
The after tax net proceeds to the Selling Shareholders from the Private Placement will be used to repay debt the Selling Shareholders have to the chairman of the Company’s board of directors. Laila Danielsen currently holds 529,680 shares and will retain 85-90% of gross exposure, while Espen Klovning (through Vicuri AS) currently holds 21,959 shares and will retain ~80% of gross exposure. The Selling Shareholders have, subject to sale of existing shares in the Private Placement and certain customary exemptions, agreed to a customary lock-up on their remaining shares for a period of 12 months following completion of the Private Placement. In addition, the Company has agreed to a 3-months lock-up, subject to customary exemptions.
The Company’s board of directors has decided to initiate a process to transfer its listing venue from Euronext Growth to Oslo Børs and expects such uplisting to be completed during 2021, subject to market conditions. Furthermore, the board intends to propose to split the shares in the Company 1:10 and expects to call for an extraordinary general meeting shortly after completion of the Private Placement.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
The issuance of new shares will be carried out based on the authorisation granted to the Company’s board by the annual general meeting held on 6 May 2021 (the “Authorisation”).
The subscription price and allocation of shares in the Private Placement will be determined by the board of directors following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and will close at 09:00 CEST tomorrow, 9 September 2021. The bookbuilding may, at the Company’s sole discretion, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange notice expected to be published before the opening of trading on Euronext Growth tomorrow, 9 September 2021. Completion of the Private Placement is subject to final approval by the Company’s board of directors and payment being received from the respective applicant for the Offer Shares.
Notification of allotment and payment instructions are expected to be issued to the applicants on or around 9 September 2021 through a notification to be issued by the Managers. The allocation will be determined at the end of the bookbuilding period and final allocation will be made at the board of directors’ sole discretion after advice from the Managers.
The Offer 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 admitted to trading on Euronext Growth, pursuant to a share lending agreement between the Company, Passesta AS and the Managers to facilitate delivery of shares admitted to trading to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the board pursuant to the Authorisation.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the waiver of the preferential rights inherent in the Private Placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, as well as the expected limited dilution effects of the transaction, is in the common interest of the shareholders of the Company. Consequently, it is currently not planned to conduct a subsequent share issue (repair offering) directed towards shareholders not participating in the Private Placement.
For further queries, please contact:
Lars Holmøy, CFO, Lars.Holmoy@ellipticlabs.com
About Elliptic Labs:
Elliptic Labs is headquartered in Norway with presence in the USA, China, South-Korea, Taiwan, and Japan. Founded in 2006 as a research spin-off from Norway’s Oslo University, Elliptic Labs filed its IPO with the Euronext Growth Market in October, 2020. Elliptic Labs is now a global enterprise targeting the smartphone, laptop, IoT, and automotive markets. The Company’s patented AI software combines ultrasound and sensor-fusion algorithms to deliver intuitive 3D gesture, proximity, and presence sensing experiences. Its scalable AI Virtual Smart Sensor Platform creates software-only sensors that are sustainable, eco-friendly, and already deployed in over 150 million devices. Elliptic Labs is the only software company in the market that has delivered detection capabilities using AI software, ultrasound and sensor-fusion deployed at scale. Elliptic Labs’ technology and IP are developed in Norway and solely owned by the Company.
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 notice was published by Lars Holmøy, CFO of Elliptic Labs, on 8 September 2021 at 16:30 CEST.
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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 (EU) 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 believe 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 their 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 make any guarantee 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 announcement.
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 Managers nor any of their 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 Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.
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