Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Informationsteknik |
Industri | Programvara |
2025-04-23 19:59:53
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES
DESCRIBED HEREIN.
Induct AS (the "Company" or "Induct") contemplates to carry out a private
placement of new shares directed towards Norwegian and international investors
after the close of trading on Euronext Growth today (the "Private Placement").
Norne Securities AS is acting as sole manager and bookrunner (the "Manager") in
connection with the Private Placement.
In the Private Placement, the Company is offering a number of new shares (the
"Offer Shares") to raise gross proceeds of up to NOK 15 million. The
subscription price per Offer Share will be NOK 3.00 per share (the "Offer
Price"). The final number of Offer Shares to be issued will be determined by the
Board of Directors of the Company (the "Board").
The Company intends to use the net proceeds from the Private Placement to (i)
fund current operations and cash requirements, (ii) repayment of approximately
NOK 6 million in debt, (iii) increased working capital and (iv) strengthen the
NHS initiative.
The bookbuilding period for the Private Placement will start today, 23 April
2025 at 20:00 (CEST) and close on or before 24 April 2025 at 08:00 (CEST) (the
"Bookbuilding Period"). The Company together with the Managers reserves the
right, at their own discretion, to extend or shorten the Bookbuilding Period at
any time and for any reasons on short or without notice. If the Bookbuilding
Period is shortened or extended, the other dates referred to herein may be
amended accordingly.
The Company intends to announce the number of Offer Shares in the Private
Placement through a stock exchange notice expected to be published before
opening of the trading on Oslo Børs on 24 April 2025. The completion of the
Private Placement, final allocation and issuance of the Offer Shares is subject
to the approval by the Company's extraordinary general meeting. The
pre-committing shareholders (as set out below) together with other existing
shareholders of the Company, representing approx. 42% of the votes and the
Company's issued share capital, has informed that they intend to vote in favor
of the proposed Private Placement.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount has been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate shares corresponding to
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017 on the prospectus to be published
when securities are offered to the public as implemented in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and other applicable
regulations are available.
The Company may focus on allocation criteria such as (but not limited to)
pre-commitments, current ownership in the Company, timeliness of the
application, relative order size, sector knowledge, perceived investor quality
and investment horizon.
The Company has received a total of NOK 14 million in pre-commitments. The
following pre-committing investors will receive a pre-commitment fee of 10% and
the right to be allocated Offer Shares. The following pre-commitments have been
received from primary insiders:
- NOK 3.5 million from Jarah Invest and JEM, companies affiliated with primary
insider and board member Jan Herud, new equity
- NOK 1.0 million from NPP Capital, company affiliated with primary insider and
management Alf Martin Johansen, conversion of debt
- NOK 1.4 million from Solvik Holding, company affiliated with primary insider
and board member Ole Jørgen Karud, conversion of debt and new equity
- NOK 0.8 million from Karl-Anders Grønland, primary insider and chairman,
conversion of debt
Further to the above, lenders to the Company will have the option to settle
share contributions for subscribed and allocated shares by way of converting
existing loans provided to the Company for a total amount of up to NOK 10
million including accrued interest.
Completion of the Private Placement, by delivery of the Offer Shares to
investors, is subject to (i) all necessary corporate resolutions being validly
made by the Company, including (without limitation) the Board resolving to
proceed with the Private Placement and the extraordinary general meeting
resolving to consummate the Private Placement and issue and allocate the Offer
Shares, and (ii) registration of the share capital increase relating to the
Offer Shares in the Norwegian Register of Business Enterprises.
Delivery of the Offer Shares will take place upon registration of the share
capital increase pertaining to the Private Placement having been registered in
the Norwegian Register of Business Enterprises, expected to take place on or
about 9 May 2025. The Offer Shares will not be tradable on the Euronext Growth
Oslo until the Offer Shares have been registered by the Norwegian Register of
Business Enterprises.
The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason. Neither the Company nor the
Manager will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act and the Norwegian Securities Trading Act, and
deems that the proposed Private Placement is in compliance with these
obligations. The Board is of the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement. By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly reduced completion risk compared to a
rights issue. The Company has considered a rights issue instead of a private
placement. The Company is of the opinion that a rights issue would have to be on
a fairly significant discount, and with added cost for the Company. In summary,
the Company expects to be in a position to complete the share issue in today's
market conditions in an efficient manner, at a higher subscription price and at
significantly lower cost and with a lower completion risk than would have been
the case for a rights issue. As a consequence of the private placement
structure, the shareholders' preferential rights to subscribe for the Offer
Shares will be proposed deviated from. Notwithstanding the above, the Board will
consider carrying out a subsequent repair issue directed towards shareholders
that were not allocated shares in the Private Placement.
Advokatfirmaet Selmer AS is acting as legal counsel in the Private Placement.
***
For further information, please contact:
Synnøve Jacobsen, CEO
sj@induct.net
+47 994 15 447
***
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by Synnøve Jacobsen, CEO, on the time and date
provided.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, Hong Kong or the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.
The Company expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.
DISCLOSURE REGULATION
This information is subject of the disclosure requirements pursuant to section
of 5-12 of the Norwegian Securities Trading Act.