Carasent ASA – Contemplated, Fully Underwritten, Private Placement
2021-05-25 16:47:58
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Carasent ASA – Contemplated, Fully Underwritten, Private Placement
Oslo, Norway, 25 May 2021
Carasent ASA ("Carasent" or the "Company") has retained DNB Markets, a part of DNB Bank ASA, as sole manager (the “Manager") with respect to a contemplated private placement of 11,007,031 new shares (the "Offer Shares") (representing just below 20% of the outstanding share capital of the Company) directed towards Norwegian and international investors (the "Private Placement").
The Company intends to use the net proceeds from the Private Placement to finance the acquisition of Metodika AB, as announced on 25 May 2021 finance future potential acquisitions and strengthen the ability to capitalize on organic growth opportunities, as well as for general corporate purposes.
The subscription price for the Offer Shares will be NOK 33.4 per share. The Private Placement has been fully underwritten by the Company's shareholder Aeternum Capital AS, for which it will receive an underwriting commission of 3% of the amount of the underwriting. In addition, Aeternum Capital AS will subscribe for and be allocated a minimum of 1,650,000 Offer Shares at the subscription price, corresponding to its current 15% shareholding.
The application period for the Private Placement will commence today at 16:30 hours (CET) and is expected to close on 26 May 2021 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the application period at its own discretion and for any reason without further notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000 per investor, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The allocation of Offer Shares will be determined at the sole discretion of the Board of Directors, in consultation with the Manager, following the expiry of the bookbuilding process, where the Board of Directors will give regard to existing ownership, liquidity in the shares, timeliness of application, price leadership, relative size of application, sector knowledge, perceived investor quality and investment horizon. The Board of Directors may, at its sole discretion, reject and/or reduce any applications. There Company does not guarantee that any applicant other than Aeternum Capital AS, in accordance with the underwriting described above, will be allocated Offer Shares in the Private Placement.
The obligation to deliver Offer Shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Manager, the Company, and the shareholders Aeternum Capital AS, Factis Invest AB and Windchange AS. The shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with the new shares in the Company to be issued by the Company's Board of Directors pursuant to an authorization granted at the Company's extraordinary general meeting held on 14 January 2021.
The Company will announce the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 26 May 2021. The settlement date for the Offer Shares is expected to be on or about 28 May 2021.
Completion of the Private Placement is subject to the approval by the Company’s Board of Directors of the Private Placement, including their resolution to issue the Offer Shares.
The Company has agreed with the Manager to a lock-up on future share issuances for a period of 90 days from the settlement date for the Private Placement, subject to customary exceptions (including a right to issue consideration shares as part of the Company’s M&A strategy). The Board of Directors and members of the executive management have all agreed with the Manager to a lock-up on existing shareholdings for a period of 90 days from the settlement date for the Private Placement, subject to customary exceptions, including for the share lending described above.
The contemplated transaction will be carried out as a Private Placement in order to complete the share issue in today's market conditions in an efficient manner and to allow for participation from new investors. As a consequence of the transaction structure, the shareholders' preferential rights will be deviated from. The Board of Directors has considered the Private Placement in light of the equal treatment obligations under relevant acts and regulations, and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner with significantly lower execution risks compared to a rights issue, and the Private Placement is structured to ensure a market based subscription price is achieved and the downside price risk inherent in a book-building is protected by the underwriting of the entire Private Placement.
BAHR acts as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Johan Lindqvist (Chairman)
johan.lindqvist@windchange.se
+46 733 55 09 35
About Carasent ASA
Founded in 1997, Carasent ASA (former Apptix ASA) is a Scandinavian E-health company that develops and expands digitalization that helps customers in providing efficient and quality health care services. The company operates through its subsidiaries Evimeria EMR AB, Avans Soma AS, and Metodika AB, acquired in 2018, 2020 and 2021, respectively.