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.
Reference is made to the stock exchange notice by Elliptic Laboratories AS (“Elliptic Labs” or the “Company”) on 8 September 2021 regarding the contemplated private placement (the “Private Placement”) of new and existing shares in the Company (the “Offer Shares”). The Company is pleased to announce that it has allocated 744,395 Offer Shares in the Private Placement at a subscription and sale price of NOK 223 per share, corresponding to a total size of the Private Placement of NOK 166 million. The board of the Company has decided to issue 672,646 new shares, raising gross proceeds of approximately NOK 150 million. The Company’s CEO, Laila Danielsen, and EVP of Engineering, Espen Klovning (the “Selling Shareholders”) have in aggregate sold 71,749 shares for in total approximately NOK 16 million.
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Carnegie AS and SpareBank 1 Markets AS acted as joint lead managers and joint bookrunners in connection with the Private Placement (jointly the “Managers”).
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.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Managers on or around 9 September 2021. The new shares in the Private Placement will be settled through a delivery versus payment transaction on or around 13 September 2021 with 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 SpareBank 1 Markets AS (on behalf of the Managers). 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 granted by the Company’s annual general meeting on 6 May 2021. Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have 10,314,007 shares issued and outstanding, each with a par value of NOK 0.10.
The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Private Limited Companies Act. The board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders’ pre-emptive right to the new shares in the Private Placement, and that this would also be in compliance with the requirements in the Norwegian Private Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company’s or the shareholders’ expense and the obligation relating to equal treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014. In reaching this conclusion, the board inter alia emphasized that:
• the subscription price of NOK 223 per Offer Share is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process conducted by investment banks, and the subscription price represents professional investors’ view of the market price for the Company’s shares in a share offering of this size;
• the subscription price represented a smaller discount to the prices at which the Company’s shares had been traded on Euronext Growth in the recent period prior to the announcement of the Private Placement (approx. 5.7% discount to WVAP of approx. NOK 236.4 the last ten trading days) and the number of new shares represent less than 7.0% of the existing number of shares in the Company, and a dilution of existing shareholders of below 6.6%.
• all identifiable existing shareholders participating in the Private Placement were allocated shares equal to at least their pro-rata ownership in the Company and the Private Placement does not significantly affect the balance of power in the existing shareholder base. Further a substantial amount of the Company’s existing shareholders was offered to participate in the Private Placement.
• a share issue in the form of a private placement enabled the Company to capitalise on current market conditions which were deemed beneficial to the interest of the Company and its shareholders. Such benefits would not be obtainable by structures with longer lead time, higher costs and execution risks such as a rights offering.
Based on the above, the Company is not contemplating to carry out a subsequent share issue directed towards shareholders not participating in the Private Placement.
The Selling Shareholders have agreed to a customary lock-up on their remaining shares for a period of 12 months following completion of the Private Placement, subject to customary exceptions. In addition, the Company has agreed to a lock-up on future share issues for a period of three months following completion of the Private Placement, subject to customary exemptions, including with respect to a potential offering in connection with a listing of the Company’s shares on a regulated market.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with 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 22:45 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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