TECHSTEP ASA – fully underwritten private placement of NOK 25 million
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Techstep ASA (“Techstep” or the “Company”) announces a fully underwritten private placement of approximately NOK 25 million. The subscription price will be NOK 3.15 per share (the “Offering”).
The net proceeds from the Offering will be used to finance the cash consideration for the contemplated acquisition of Wizor AS (see separate stock announcement) and general corporate purpose.
The Offering will be carried out as a private placement in order to complete a transaction in an efficient manner and without the significant discount typically seen in rights issues. On this basis, and based on an assessment of the current equity markets, the Company’s Board of Directors has considered that a private placement is in the common interest of the Company and its shareholders. As a consequence, the shareholders’ preferential rights will be deviated from.
The Offering is fully underwritten by Middelborg Invest AS, Datum AS and Cipriano AS (the “Underwriters”), where Middelborg Invest AS, Datum AS and Cipriano AS have guaranteed NOK 11.25 million, NOK 11.25 million and NOK 2.50 million respectively. The Underwriters will receive an underwriting fee of 2% on the guaranteed amount. The Underwriters have agreed to subscribe for their pro-rata share in in the Offering (combined amounting to 44.82% of the outstanding share capital). Middelborg Invest AS, Datum AS and Cipriano AS are owned by board member Kristian Lundkvist, deputy board member Jan Haudemann-Andersen, and chairman Einar J. Greve, respectively.
Techstep has retained Arctic Securities AS and DNB Markets, a part of DNB Bank ASA as joint bookrunners in connection with the Offering (jointly the “Managers”).
The Offering will consist of a private placement to professional and non-professional investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements. The minimum application and allocation of shares per investor in the Offering will be a NOK amount equivalent to EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The subscription price will be determined through an accelerated book-building process. The book-building period will commence immediately and is expected to close on 27 June 2018 at 08:00 CET with settlement expected to occur on or around 29 June 2018. The Company may, however, at any time close or extend the book-building period at its discretion and on short notice. If the book-building period is shortened or extended, the other dates in this message may be changed accordingly. The Company reserves the right to cancel the Offering at any time and for any reason without giving prior notice or reasoning.
Techstep intends to enter into a share lending agreement with the Managers and Datum AS, and the Offering will be settled with existing and unencumbered shares in the Company held by Datum AS that are already listed on Oslo Børs. The shares delivered to the subscribers will thus be tradable upon allocation. The share loan will be settled with new shares issued in connection with the Offering. After the newly issued shares are fully paid and the share capital increase pertaining to the Offering has been duly registered with the Norwegian Register of Business Enterprises and the new shares have been registered with VPS, the shares will be tradeable on Oslo Stock Exchange. The new shares to be issued in connection with the Offering will be issued pursuant to the authorisation granted to the Board of Directors of the Company at the Annual General Meeting held on 26 April 2018. The Offering is subject to final approval by the Company’s Board of Directors.
Middelborg invest AS (owned by board member Kristian Lundkvist) currently holds in aggregate 29,066,931 shares in Techstep, representing 19.87% of the shares and the votes of the Company.
Datum AS and Datum Vekst AS (owned by deputy board member Jan Haudemann-Andersen) currently hold in aggregate 31,829,142 shares in Techstep, representing 21.76% of the shares and the votes of the Company.
Cipriano AS (owned by chairman Einar J. Greve) currently holds 4,651,375 shares in Techstep, representing 3.18% of the shares and the votes of the Company. In addition, Cipriano AS has, as previously announced, the right to acquire 3,000,000 Techstep shares from Zono Holding AS.
The Company’s latest quarterly report and presentation can be accessed at www.techstepasa.no.
For further information, please contact:
Further information from:
Jens Haviken, CEO, Techstep ASA: +47 930 90 070
Marius Drefvelin, CFO, Techstep ASA: +47 958 95 690
About Techstep ASA
Techstep is positioning as a leading Nordic enabler of the digital workplace. Techstep’s “Mobile as a Service” (MaaS) offering is a one-stop-shop solution, which combines hardware, subscription & connectivity, mobile device management, managed services and related software, in addition to financing. The MaaS solution enables enterprises to let employees do their work across mobile devices and locations, with a high degree of security and operational stability. Techstep has approximately 220 employees based in Norway and Sweden, serving close to 6,000 customers and 641,000 end users across various industries in the private and public sectors. The company is listed on the Oslo Stock Exchange. For more information, please visit http://techstepasa.no/. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.