NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
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Reference is made to the announcement on 14 May 2020 regarding potential stabilisation activities in respect of the shares in Pexip Holding ASA (“Pexip” or the “Company”, OSE ticker “PEXIP”) in connection with the Company’s initial public offering and listing of the Company’s shares on the Oslo Stock Exchange (the “IPO” or the “Offering”).
ABG Sundal Collier ASA, acting as stabilisation manager on behalf of the Joint Global Coordinators (as defined below) in connection with the IPO, hereby gives notice that the stabilisation period have been discontinued. No stabilisation transactions have been undertaken.
In order to permit the redelivery of shares in Pexip which were borrowed and over-allotted in the Offering, ABGSC has on behalf of the Joint Global Coordinators exercised its option to (i) purchase 2,000,000 shares from the Greenshoe Selling Shareholders (as defined in the IPO prospectus) which were borrowed and over-allotted in the Offering and (ii) subscribe for 2,000,000 shares to be issued by the Company, in each case at the IPO offer price of NOK 63.00 per share. As a consequence of the above, the following primary insiders have today sold shares in the Company:
Michel Sagen, chair of the Pexip board, has through Sagen Telecom AS sold 66,672 shares, following which the new holding is 1,537,064 shares.
Per Haug Kogstad, member of the Pexip board, has through Bjøberg Eiendom AS sold 174,367 shares, following which the new holding is 4,019,875 shares.
Tom Erik Lia, CCO, has through Lia Investments Limited sold 68,067 shares, following which the new holding is 1,569,223 shares and 240,000 options.
Giles Chamberlin, CTO, has sold 61,941 shares, following which the new holding is 1,427,994 shares and 240,000 options.
In addition, Stavanger Venture AS and T.D. Veen AS, in which Kjell Skappel, member of the Pexip board, is, respectively, CEO and CEO and director, has sold 334,171 shares and 181,291 shares, and will hold 4,956,140 shares and 2,688,746 shares.
The new share capital of the Company will be NOK 1,515,170.835, comprising of 101,011,389 shares each of par value NOK 0.015.
ABG Sundal Collier ASA, Carnegie AS and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Offering (the “Joint Global Coordinators”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators. GAMBIT H & K AS is acting as communication advisor.
For further information, please contact:
Odd Sverre Østlie, CEO
+47 415 21 580
os@pexip.com
Øystein Hem, CFO
+47 992 34 596
oystein@pexip.com
About Pexip
Pexip is a global technology company delivering a video-first meeting platform with 15% of the Global Fortune 500 companies as customers. The Company’s product offering is a highly scalable, cloud-native meeting platform that is deployable either as a service or a self-hosted solution in any public or private cloud environment. All offerings build on Pexip’s unique Infinity technology, and are delivered via a recurring subscription-based business model. The Company has more than 300 channel partners located in about 75 countries worldwide.
Important notice
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Pexip Holding ASA (the “Company”) in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State other than Norway and Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company’s shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company’s shares and determining appropriate distribution channels.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Joint Global Coordinators are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Joint Global Coordinators 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 issued pursuant to legal information obligations and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The announcement is for information purposes only. It does not purport to be complete, and it 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 Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Joint Global Coordinators 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.
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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