Efect Plc: Directed share issue and loan agreement concerning the acquisition of InteliWISE S.A.
EFECTE PLC -- COMPANY ANNOUNCEMENT – 6 July 2022 at 16:45
Efect Plc: Directed share issue and loan agreement concerning the acquisition of InteliWISE S.A.
Directed share issue
As communicated on 30 June 2022, Efecte settled on 1 July 2022 the offer for 90.03% of shares in InteliWISE S.A., thus becoming the largest shareholder in the company.
The Board of Directors of Efecte has on 6 July 2022 resolved on the directed share issue to the CEO and CTO as well as the largest shareholder of InteliWISE referred to in the release on 27 May 2022. The directed share issue is based on the authorization granted to the Board of Directors by the Annual General Meeting held on 17 March 2022.
The Company will issue a total maximum of 111 801 new shares in the Company, representing approximately 1.8 % of all shares and votes in Efecte after the share issue. The net proceeds from the share issue are approximately EUR 1.2 million. The subscription price for shares is EUR 11.12 per share, equaling to 30-day volume weighted average price of Efecte before the announcement of the tender offer.
The shares are expected to be registered with the Finnish Trade Register and public trading on Nasdaq First North Helsinki Growth Market is expected to commence latest during August 2022.
The shares are issued to former major shareholders and key persons in InteliWISE. With the share issue, the Company seeks to retain the said key persons of the Target post acquisition and align their interests towards successful integration of the Target and the Company and the Company’s long term. Furthermore, the directed share issue will be implemented as part of a transaction which supports the execution of Efecte’s strategy. Thus, there is a weighty financial reason from the Company’s perspective to deviate from the shareholders’ pre-emptive subscription right. Subscribed shares will be subject to customary trading restrictions.
Bank loan
As communicated on 27 May 2022, Efecte has explored opportunities to raise financial loans of up to 2 MEUR to support financing the InteliWISE acquistion.
Efecte has on 1 July 2022 concluded agreements with a major Finnish bank for a loan in the maximum amount of EUR 2 million for the financing of the InteliWISE transaction. The financial loan is secured and will be raised in two tranches, the first one of which in the amount of EUR 1.8 million is planned to be raised during July 2022 and the second one in the amount of EUR 0.2 million upon the squeeze-out of the remaining shareholders.
Approximately EUR 0.9 million of the loan is paid in equal quarterly installments from September 2022 until June 2026 and the remaining EUR 1.1 million in one installment in June 2026. Efecte may also pay the loan back earlier.
Additional information:
Niilo Fredrikson
CEO
+358 50 356 7177
niilo.fredrikson@efecte.com
Taru Mäkinen
CFO
+358 40 507 1085
taru.makinen@efecte.com
Certified adviser:
Evli Oyj, tel. +358 40 579 6210
Efecte Plc
Efecte helps people digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to the global goliaths in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.