20.3.2024 13:54:11 CET | SPENN Technology A/S | Takeover bid submitted by

Company Announcement No. 119

Inside Information

SPENN Technology A/S has today received an offer from Tyrill AB to buy certain assets in the company. The board of SPENN Technology A/S is recommending the offer from Tyrill AB. The transaction entails that all shares in the portfolio companies Blockbonds AS, Kazang Zambia Ltd, JengaX AS and Valiant Advance Solution Ltd will be transferred to Tyrill AB, while SPENN Technology A/S will receive shares in Tyrill AB in an upcoming IPO. The transaction values the assets at SEK 210 000 000, of which SEK 200 000 000 will be paid in new shares in Tyrill AB and SEK 10 000 000 in cash. SPENN Technology A/S will consider paying out the shares in Tyrill AB to shareholders as an extraordinary dividend, meaning that current shareholders in SPENN Technology A/S will become direct shareholders in Tyrill AB.

The transaction presupposes that current management in SPENN Technology and subsidiaries continue in the same roles in Tyrill AB. Jens Glasø will be appointed CEO of Tyrill AB once the transaction is approved, and the HQ of Tyrill AB will be in Kristiansand.

Given that the transaction is approved, Tyrill AB will start the process of listing on Nasdaq Stockholm First North. Tyrill AB intents to raise between SEK 300 000 000 and SEK 500 000 000 in the IPO, of which SPENN Technology will contribute SEK 200 000 000 in kind. The price will be determined using the book building method, meaning that current shareholders in SPENN Technology will own from approximately 60 percent to 70 percent of Tyrill AB after of the IPO.

Tyrill AB is a new investment company founded by investors Arne Blystad, Jan Haudemann-Andersen, Torstein Tvenge and Øystein Tvenge. The purpose of the company is to invest in, develop and find synergies between companies in the payment sector, first in Africa, then in the the Global South. The company will build on the existing values in the four portfolio companies in SPENN Technology A/S and continue to look for more M&A opportunities. In preparation for the transaction, Tyrill AB has raised SEK 20 000 000 in new capital.

If the transaction is approved, the IPO will be opened on April 3, 2024, and is expected to be closed in week 18. Tyrill AB is expected to be introduced to Nasdaq First North in week 23.

The transaction is pending approval from at least 50 percent of shareholders in SPENN Technology. The extraordinary meeting will be held on April 3, 2024. The notice to convene will be announced separately and will include information for shareholders to consider the proposal.

SPENN invites all shareholders to a digital investor presentation today, Wednesday March 20 at 15:30–16:30. All shareholders are invited to follow the presentation by using this link: https://attendee.gotowebinar.com/register/8090998643530036570 There will be a presentation and a Q&A session, during which it will be possible to submit written questions.

For further Information, please contact:

Jens B. Glaso, CEO SPENN Technology A/S. Phone +47 40 40 47 50, e-mail: jens@spenn.com

SPENN Technology’s Certified Adviser is Baker Tilly Corporate Finance P/S (CVR-nr. 40073310), Poul Bundgaards Vej 1, 1., DK-2500 Valby, tlf. +45 3345 1000

SPENN Technology A/S

CVR nr.: 26518199

Njalsgade 76, 4.

2300 København S

Tel: +45 8830 0000

www.spenn.com

About SPENN Technology A/S

In a world where 1.7 billion people are still unbanked, SPENN Technology has democratized access to financial markets by bridging the crypto sphere with traditional finance. By utilizing blockchain technology Blockbonds has created a robust real-time payment system in which everyone can manage their savings, payments, investments and loans in an honest, transparent and secure way through the SPENN App platform. Although SPENN Technology A/S is a purpose-driven company with our vision to empower people, we are also a commercial player that always strives to develop new services for our customers.

The SPENN app is an innovative and unique digital banking platform for the unbanked as well as the banked to be able to send and receive money completely cost-free, in markets where the cost of financial services is the highest in the world. SPENN is disrupting the existing mobile payment distribution channels. SPENN has recently launched new integrated services in the platform and expects to launch more crypto services going forward.

SPENN is a technology provider to banks and governments based on a Software as a Service (SaaS) solution and has grown to become a key partner for their bank partners to drive deposits and to stay in front of innovation. SPENN is helping governments regulate the unregulated utilizing new technology and visionary ideas which have ultimately solved the biggest issue within financial inclusion.

SPENN Technology A/S is listed on the Nasdaq First North Growth Market Denmark and on OTCQX in USA. 

Ticker codes:

Europe – Nasdaq First North: SPENN

USA – OTCQX: SPNNF