NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Napatech A/S (the “Company”) hereby announces a contemplated private placement of up to approximately 10 million new shares in the Company (the “New Shares”) (the “Private Placement”). The Company has engaged ABG Sundal Collier ASA, DNB Carnegie, a part of DNB Bank ASA and SpareBank 1 Markets AS as managers (together, the “Managers”) to advise on and effect the contemplated Private Placement.
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The price per New Share (the “Subscription Price”) and the final number of New Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the “Board”) on the basis of an accelerated book-building process to be conducted by the Managers.
The net proceeds to the Company from the Private Placement will be used to support the Company’s path to profitability, by providing sufficient working capital to scale once volume orders materialize.
The bookbuilding period for the Private Placement will start today, 26 May 2025 at 16:30 (CEST) and close on 27 May 2025 at 08:00 (CEST). The Company and the Managers may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly. The Company intends to announce the number of New Shares allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Oslo Børs on 27 May 2025.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement 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 (including Regulation (EU) 2017/1129) are available, including to employees and directors of the Company. Allocation of New Shares will be determined by the Board, at its sole discretion, in consultation with the Manager, following the expiry of the bookbuilding period. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, pre-commitments (as further described below), price leadership, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon.
The Company has received strong interest from existing shareholders and wallcrossed accounts during the pre-sound phase of the transaction. The Company has received indications of interest for an amount in excess of NOK 150 million from larger existing shareholders (representing approx. 60% of the outstanding shares), including NOK 2 million from CEO Lars Boilesen and a pro-rata subscription of approximately 9.71% from Verdane Capital VIII K/S (“Verdane”). Verdane is a closely associated legal person of chairman Christian Jebsen. In addition, the primary insider Henrik Brill Jensen (COO) have indicated an interest to subscribe for NOK 500,000.
Settlement of the New Shares is expected to take place on or about 30 May 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a share lending agreement (the “Share Lending Agreement”) expected to be entered into between the Company, the Managers and an existing shareholder. The New Shares will thus be tradable from allocation, expected from and including 27 May 2025.
The decision to issue the New Shares under the Private Placement will be made pursuant to Article 5.2 in the Company’s Articles of Association pursuant to which the Board is authorised to increase the share capital without pre-emption rights for existing shareholders pursuant to the authorisation granted to the Board by the general meeting held on 24 April 2025 (the “Board Authorization”). The New Shares, if issued, will rank pari passu in all respects with the existing shares in the Company. The New Shares will be negotiable instruments and no restrictions will apply to their transferability. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority.
Completion of the Private Placement, by delivery of the New Shares to investors, is subject to (i) all necessary corporate resolutions being validly made by the Company, including (without limitation) resolutions by the Board to consummate the Private Placement and issue and allocate the New Shares pursuant to the Board Authorisation, and (ii) the Share Lending Agreement remaining unmodified and in full force and effect.
The Company reserves the right to, at any time and for any reason prior to notification of allocation, to cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the New Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company has considered a rights issue instead of a private placement. The Company is of the opinion that a rights issue would have to be on a fairly significant discount, and guaranteed by a consortium of underwriters which would also be an added cost for the Company. In summary, the Company expects to be in a position to complete the share issue in today’s market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue. As a consequence of the private placement structure, the shareholders’ preferential rights to subscribe for the New Shares will be deviated from pursuant to the Board Authorization.
The Company may, subject to, inter alia, completion of the Private Placement, relevant corporate resolutions, including approval by the Board, prevailing market price of the Company’s shares and approval and the publication of a prospectus, consider conducting a subsequent offering of new shares (the " Subsequent Offering") at the same subscription price as in the Private Placement and otherwise in line with market practice. Shareholders being allocated shares in the Private Placement, and shareholders who are resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will not be eligible to participate in a Subsequent Offering. Further information on any Subsequent Offering will be given in a separate stock exchange release when available. The Company reserves the right in its sole discretion to not conduct or cancel any Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company in connection with the Private Placement.
For additional information, please contact:
Lars Boilesen, CEO
Phone: +45 45961500
E-mail: larsb@napatech.com
or
Heine Thorsgaard, CFO
Phone: +45 4596 1500
E-mail: htg@napatech.com
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 Heine Thorsgaard, CFO on the time and date provided.
About:
Napatech is a leading supplier of programmable FPGA-based SmartNIC solutions used in telecom, cloud, enterprise, cybersecurity and financial applications worldwide. Through commercial-grade software suites integrated with robust, high-performance hardware, Napatech accelerates telecom, networking and security workloads to deliver best-in-class system-level performance while maximizing the availability of server compute resources for running applications and services.
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.
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. 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 their affiliates accepts any liability arising from the use of this announcement.
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.
Kilde
