RISMA Systems A/S | Inside information

Company Announcement No. 8-2025

Copenhagen, July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Triple Private Equity Denmark ApS ("Triple Private Equity"), a company controlled by funds advised by Triple Private Equity Ltd., has today entered into binding agreements with a number of shareholders of RISMA Systems A/S ("RISMA") together holding RISMA shares representing more than 90% of the share capital and voting rights (on a fully diluted basis) in total, to sell their shares for DKK 10.23 per RISMA share.

Triple Private Equity, specialising in software and data businesses within financial infrastructure and compliance driven solutions, is forming a key Nordic player in the Governance, Risk, and Compliance (GRC) space through the acquisition and delisting of RISMA and the simultaneous acquisition of privately owned ComplyCloud and Wired Relations. Separate press release from Triple Private Equity is attached for further information.

RISMA Chair of the board of directors, Lars Ankjer Jensen, says:

“I have served as Chair since RISMAs early beginnings in 2014. From a small team led by founder and CEO Lars Munksgaard, RISMA has grown into one of Denmark’s leading GRC software company. The price offered by Triple Private Equity is attractive to shareholders, representing an attractive premium compared to the current share price and the average share price over the past twelve months. Notably, the price offered also exceeds the IPO price and any price traded since then, ensuring that all shareholders will benefit from the upside. Equally important, Triple Private Equity is the right owner to support the coming international growth in the years ahead. This will benefit the highly skilled employees in the three companies and their current and future customers and partners.

RISMA CEO, Lars Nybro Munksgaard, says:

"RISMA has come a long way since I established the company in my home office in Frederiksberg, downtown Copenhagen, 11 years ago. Having a new owner and building a strong new company combining RISMA and two other GRC-software providers is a very strong new step towards meeting the goals I have had from the outset. I truly believe that Triple Private Equity is the right new owner, and I look very much forward joining forces with two companies whom I over the years have come to know and respect and with a lot of talented people. Furthermore, I am honored that I have been offered the position as CEO going forward. We will in my opinion be a leading Scandinavian GRC software provider, and together we can achieve more than any of the three companies could individually.”

Transaction overview

Triple Private Equity has entered into binding share purchase agreements with shareholders and warrantholders representing approximately 90.2% of the share capital and voting rights in RISMA (on a fully diluted basis) to acquire their shares for DKK 10.23 per share (the "Share Purchase Agreements").

The shareholders and warrantholders having entered into the Share Purchase Agreements with Triple Private Equity to sell their shares include: (i) Chairman of the board of directors Lars Ankjer Jensen (through his holding company, Ankjer Holding ApS), (ii) board member Claus Christiansen (through his holding company, Romarine ApS), (iii) board member Rolf Bladt (through his holding company, Bladt Invest ApS), (iv) Founder and CEO Lars Nybro Munksgaard (through his holding company, LNM Holding ApS), and (v) certain other shareholders and warrantholders.

The purchase price of DKK 10.23 per share represents a premium of 49% to the twelve-month volume-weighted average price of DKK 6.85 for the period 2 July 2024 to 2 July 2025. It is also noted that the price is higher than the offer price of DKK 9.50 per share, which was the price in the offering of shares in connection with the admission to trading of RISMA's shares on Nasdaq First North Growth Market Denmark in 2021. As Triple Private Equity following completion of the transaction will hold more than 90% of the shares and voting rights in RISMA, Triple Private Equity will become legally entitled to acquire the remaining shares through a compulsory acquisition process in accordance with sections 70 and 72 of the Danish Companies Act. Following completion, this process will be initiated by Triple Private Equity, by publication of a separate notice, where shareholders will be requested to transfer their remaining shares in RISMA to Triple Private Equity within a four-week notice period. The consideration to be paid by Triple Private Equity in the compulsory acquisition will expectedly be a cash amount of DKK 10.23 per RISMA share, being the same price which shareholders and warrantholders currently holding more than 90% of the shares and voting rights of RISMA (on a fully diluted basis) have agreed to sell their shares for pursuant to the Share Purchase Agreements.

Completion of Tripe Private Equity's purchase is subject to a limited number of customary conditions, including Triple Private having obtained necessary approvals by the Danish Business Authority pursuant to Act on the screening of certain foreign direct investments etc. in Denmark.

Completion is expected to occur in Q3 2025. The compulsory acquisition process is expected to be initiated as soon as possible following completion of Triple Private Equity's purchase of the shares pursuant to the Share Purchase Agreements.

Triple Private Equity has informed RISMA that it intends to request the board of directors of RISMA to submit a request to Nasdaq Copenhagen for removal from trading of the RISMA shares on Nasdaq First North Growth Market after completion. Subject to approval from Nasdaq Copenhagen, removal from trading is expected to take place immediately before initiation of the compulsory acquisition.

In accordance with RISMA's articles of association and existing warrant agreements, the board of directors of RISMA expects to allow extraordinary warrant exercise in connection with Triple Private Equity's acquisition. Consequently, a capital increase is expected to be registered in connection with the exercise of warrants. As mentioned above, a number of the warrantholders have already agreed to exercise their warrants and sell the shares to Triple Private Equity. RISMA expects to convene an extraordinary general meeting to be held with the purpose of electing new members of the board of directors immediately following closing of the acquisition of shares pursuant to the Share Purchase Agreements.

In order to facilitate the above matters, RISMA has today entered into a transaction agreement with Triple Private Equity, setting out certain matters which RISMA has undertaken to assist with in relation to closing, the compulsory acquisition and delisting.

Further information about timing and process for removal from trading and compulsory acquisition will be announced upon settlement of the Share Purchase Agreements.

Advisers

Plesner Advokatpartnerselskab is acting as legal adviser to RISMA. Carnegie Investment Bank, filial af Carnegie Investment Bank AB, Sverige, is acting as exclusive financial adviser to Triple Private Equity and Bruun & Hjejle Advokatpartnerselskab is acting as legal adviser to Triple Private Equity.

Certified Adviser for RISMA
HC Andersen Capital
Pernille F. Andersen
Head of Advisory
Phone: +45 30 93 18 87
E-mail: ca@hcandersencapital.dk
Bredgade 23B 2., 1260 Copenhagen C, Denmark 

Contact information

RISMA:
Lars Nybro Munksgaard, CEO & Founder
Mobile (+45) 31 48 11 00
e-mail: lnm@rismasystems.com
RISMA Systems A/S
Ejby Industrivej 34-38, 2600 Glostrup, Denmark

About RISMA Systems A/S

RISMA is a leading SaaS company helping organizations structure, handle, and document their efforts across the business-critical areas of Governance, Risk, and Compliance. RISMA’s unique and user-friendly GRC suite makes cross-organizational collaboration easy to demonstrate and report on regulations and standards such as GDPR & Privacy, ISMS, Risk Management, Financial Controls, ESG and sustainability – and much more. RISMA is listed on Nasdaq First North with a mission to become a leading GRC platform for medium and enterprise businesses and organizations.

About Triple Private Equity
Established in 2023, Triple Private Equity is a buy-out-focused private equity firm with offices in London and Copenhagen and EUR 340m in AUM. Triple Private Equity specialises in supporting and scaling mission-critical SME B2B software and data companies operating in Financial Infrastructure, as well as Governance, Risk, and Compliance (GRC). Triple Private Equity invests in high-quality SMEs located in the UK and Northern Europe - regions characterised by strong academic ecosystems, deep technical talent pools, innovation-friendly policies, and robust access to key markets. Triple Private Equity's investment strategy is centred around the “3 T’s”: strong commercial Traction, scalable Technology, and leading Talent. www.triple.pe.

Disclaimer

This announcement does not constitute an offer or invitation to purchase any securities in RISMA or a solicitation of an offer to buy any securities in RISMA, pursuant to the contemplated transaction or otherwise. 

Restricted jurisdictions 

The contemplated transaction referred to in this announcement is not being made, and the remaining shares in RISMA will not be accepted for acquisition from or on behalf of any person, in any jurisdiction where such acquisition would be in violation of applicable securities laws or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither TPE nor any of its advisors accepts any liability for any violation by any person of any such restriction.

Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.