In company announcement 12-2022 of 30 June 2022 Nexcom informed of an ongoing process of creating a long-term capital structure for the company. This process has now been finalised making it possible for the management to remain focused on the company's operations and growth potential.

Direct share issues

Strategic Investments A/S, an investment company listed on Nasdaq Copenhagen, and PG Development ApS - both current shareholders in Nexcom - have together subscribed for 1.000.000 new shares in Nexcom for an amount of DKK 3,000,000 in a direct share issue at a share price of DKK 3.0. In addition, a direct share issue of DKK 3,000,000 will be conducted within 30 days from 29 July 2022 at a share price of DKK 3.0 corresponding to the issuing of 1.0 million shares. The direct issue is guaranteed 100% at no cost to Nexcom. In total Nexcom will receive gross proceeds of DKK 6.000.000 and net proceeds of approximately DKK 5.5 million, issue 2,000,000 shares, and increase the share capital with DKK 1,000,000

As the shares in the private placements are issued at the market price on 26 July plus 10% and thus within the authorization of the Board of Directors according to section 5.1 of Nexcom's articles of association, the shares are issued without pre-emption subscription rights for the company's shareholders.

Conversion of loans

In company announcement of 8 October 2021, it was announced that Nexcom had received a convertible loan of DKK 7.0 million with a maturity date of 30 June 2022. The lender will convert DKK 1.5 million of the outstanding loan into shares of Nexcom at a share price of DKK 3.0 corresponding to 500,000 shares. Nexcom has entered into a new loan with the lender. The loan has a principal of DKK 6.0 million, paid in installments from 29 July 2023, matures on 30 June 2024, and carries an interest of 10.0% pa. The loan is a standing business loan with no conversion rights to the lender.

Valore Capital Group ApS, controlled by Rolf Gordon Adamson, CEO of Nexcom, Member of the Board Charlotte Josefine Enlund, and Mathias Kobberup will all convert existing loans to shares in Nexcom at a share price of DKK 3.00. Valore Capital Group ApS will convert loan of DKK 1,000,000 to 333,333 shares, Charlotte Josefine Enlund will convert loan of DKK 500,000 to 166,666 shares and Mathias Kobberup will convert loan of DKK 500,000 to 166,666 shares.

In total Nexcom will issue 3,1666,664 shares in connection with the direct share issues and the loan conversions. The total number of outstanding shares will increase from 10,899,805 shares to 14,066,469 shares and the share capital from DKK 5.449.902,50 to DKK 7,033,235,00

Registration and expected timetable

The 1,000,000 shares issued as a result of the directed share issue to Strategic Investments A/S and PG Development ApS and the 1,166,665 shares issued as a result of the loan conversions will be registered at the Danish Business Authority and the share capital will increase by DKK 1,083,333.50 from DKK 5,449,905.50 to DKK 6,533,235 after registration of the share increase. The new shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark on 3 August 2022 under the ISIN code of Nexcom's existing shares (DK0061417144).

• 2 August 2022: Settlement and payment of the new shares
• 2 August 2022: Registration of the capital increase with the Danish Business Authority
• 4 August 2022: Shares to be admitted to trading on Nasdaq First North Growth Market Denmark

Revision of the financial outlook for 2022

With regard of the general conditions on the financial markets and the company's ability to fund the growth strategy, Nexcom has adapted its growth strategy reflect the changed market situation. With the growth strategy, it is the intention that growth can be pursued without or with limited additional capital injections. The adapted strategy includes annualised cost reductions of approx.. DKK 10 million, and the financial outlook for 2022 is revised: turnover from DKK 19.5 to 22.5 million to DKK 14 to 17 million and despite the changes to revenue outlook, the EBITDA outlook remains between DKK -5.7 to -7.7 million, due to cost saving initiatives. 

Nexcom A/S has been informed of a call option agreement entered into between Valore Capital Group ApS and Porteføljeselskabet ApS as option writers and Strategic Investments A/S and PG Development ApS as option holders. Currently Porteføljeselskabet ApS owns 2,726,859 shares and Valore Capital Group ApS owns 2,759,692 shares in Nexcom. According to the call option agreement the option holders have the right to acquire up to 4.0 million Nexcom shares from the option writers within a period of six months from 29 July 2022 at an exercise price of DKK 0.25. In the event of the option holders exercising their options Porteføljeselskabet ApS will first sell all its shares before Valore Capital Group ApS will be required to sell any part of its shareholding in Nexcom.