14.3.2023 08:30:00 CET | Digizuite A/S | Company Announcement

COMPANY ANNOUNCEMENT NO. 26 - 14-03-2023 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PRO-SPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

*Contains Inside Information*

The Board of Directors of Digizuite A/S (“Digizuite” or the “Company”) hereby announces that the Board of Directors has resolved to issue new shares of nominally DKK 1 each at an offer price of DKK 5.85 per new share as part of successful completion of a private placement to certain investors raising gross proceeds to the Company of up to approximately DKK 16 million, which is subject to investors’ payment of the full aggregate subscription amount (the “Offering”).

Background to the Offering

Reference is made to the Company’s announcement no. 22 dated 29 December 2022 and announcement no. 25 dated 9 March 2023, in which Digizuite announced its plans to pursue additional capital with the object of allowing Digizuite to be able to bridge the route to become EBITDA and cash positive and at the same time continue with a satisfactory growth, while maintaining and further developing Digizuite’s competitive position.

Completion of the Offering will contribute to the Company’s recently adjusted strategy, which included an increased focus on capital efficient growth, by improving earnings (EBITDA) and free cash flow, while also pursuing M&A opportunities to accelerate growth and profitability beyond organic growth. Earlier announced guidance for FY23 is DKK 50-53 million ARR with the expectations to reach monthly EBITDA-positive by end of 2023 and cash neutral during beginning of 2024.

“We delivered 25% growth in FY22 with an increase in new customer logo acquisition of 70%, with approximately 50% of ARR from the North America market. We are pursuing an ambitious strategy to continue our growth journey while we optimize our operation to bring the Company on profitable growth path. I am very proud and honored, that our main investors have shown us the support and confidence, securing a capital raise exceeding our expectations. We previously announced expected proceeds of DKK 11-15 million, but have completed the private placement with approximately DKK 16 million. It puts Digizuite in a strong working capital position to execute our plan toward profitable growth in our near future”, says CEO Kim Wolters.

Resolution of share capital increase

The Board of Directors’ resolution to complete the Offering has been made pursuant to Article 3.3 in Digizuite’s Articles of Association pursuant to which the Board of Directors of the Company is authorized to increase the Company’s share capital without pre-emption rights for the Company’s existing shareholders.

As part of the Offering, the Company will issue up to 2,730,087 new shares of a nominal value of DKK 1 each (“New Shares”). The New Shares correspond to 9.34% of the Company’s share capital prior to the issue of the New Shares, and the New Shares correspond to 8.55% of the Company’s share capital following the registration of the New Shares with the Danish Business Authority. Subject to settlement of all New Shares, a share capital increase will be registered with the Danish Business Authority, and the share capital of the Company will hereafter consist of 31,945,031 shares of nominally DKK 1 each in total.

Investors

The Offering has been supported by a number of existing shareholders of the Company, including ASEO Invest IT ApS, Strategic Investments A/S and Kapitalforeningen BankInvest Select, which all accounted for more than their relative share compared to their current shareholdings in the Company.

Admission to trading of the New Shares

The New Shares will be issued under a temporary ISIN code DK0062270906. No application for admission to trading has been, or will be, made for the New Shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with Euronext Securities Copenhagen (VP Securities A/S) for the purpose of facilitating subscription and delivery of the New Shares.

The temporary ISIN code in Euronext Securities Copenhagen (VP Securities A/S) will be merged with the permanent ISIN code for the existing shares, DK0061535937, as soon as possible following registration of the share capital increase with the Danish Business Authority.

The New Shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark on or around 21 March 2023.

Remaining timetable for the Offering

The New Shares

The New Shares will rank pari passu in all respects with existing shares in Digizuite. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders.

Disclosure regulation

Important disclaimer

This announcement is not a prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement has not been approved by any competent regulatory authority. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies except as required by applicable laws, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction or arrangement referred to herein. This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

None of the Company or any of their affiliates or any of their directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia, the United States), Australia, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful (“Excluded Territories”). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the “U.S. Securities Act”) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The securities referred to in this announcement will only be offered or sold outside the United States. The securities referred to in this announcement have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.

This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of such securities. The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of the EEA who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Regulation.

In addition, in the United Kingdom, this announcement is only being communicated to and is directed only at (a) qualified investors (within the meaning of the UK version of the Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018)  (i) who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order or (b) persons to whom it may otherwise lawfully be communicated, all such persons (a) and (b) together being referred to as “Relevant Persons”.

Forward-looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Contacts

• John Norden, Certified Adviser, Norden CEF A/S
• Kim Wolters, CEO, +45 20 60 97 37, kw@digizuite.com
• Oliver Bottelet, CFO, +45 61 69 66 52, ob@digizuite.com
• Søren Skovbølling, Chairperson of the Board, +45 25 31 07 20, ssk@digizuite.com

About Digizuite A/S

Digizuite is a SaaS company in Digital Asset Management software (DAM) that streamlines all digital content in one central platform. Through automated workflows and agile integrations, Digizuite removes manual workflows and streamlines the entire content value chain. Customers choose Digizuite to have control over who, where, and how corporate materials are used. It ensures brand control, risk reduction and helps to increase efficiency and revenue.

Digizuite is a global company that has realized 600% growth in ARR between 2017 and 2020. Today, the company has more than 70 employees between its headquarters in Denmark and its subsidiaries in the United States, United Kingdom, Belgium, and Ukraine.

Attachments

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