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Land | Norge |
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Industri | Kommunikation |
2019-06-03 09:00:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Infront ASA - Terms of the fully underwritten rights issue Oslo, 3 June 2019 - Reference is made to the stock exchange announcement dated 11 April 2019 regarding the acquisition of vwd Group GmbH (“VWD”) and the proposed fully underwritten rights issue (the "Rights Issue") in Infront ASA (the "Company") which is subject to approval by the extraordinary general meeting of the Company to be held on 4 June 2019 at 10:00 CEST (the “EGM). The Board of Directors of the Company has today determined the proposed subscription price for the new shares to be issued in the Rights Issue, the number of new shares and the amount of the share capital increase as follows: * The share capital of the Company is proposed to be increased by NOK 1,733,190.40 through the issuance of 17,331,904 new shares (the "Offer Shares") * The subscription price is proposed to be NOK 14.00 per Offer Share, representing a discount of approximately 28% to the theoretical share price exclusive of the subscription rights (“TERP”) of NOK 19.40 based on the Company's closing share price on the Oslo Stock Exchange of NOK 23.00 on Friday 31 May 2019. Based on the same closing price, the theoretical value of each subscription right is NOK 5.40 and the theoretical value of the 2/3 subscription rights received per existing share is NOK 3.60. Shareholders must decide whether to exercise or sell their subscription rights, or a combination thereof, to maintain the full value of the shareholding. * The Rights Issue will result in gross proceeds to the Company of approx. NOK 242.6 million. Each existing shareholder will be granted two subscription rights for every three existing shares registered as held by the shareholder on 4 June 2019, as they appear in the Company's shareholder register in VPS on 6 June 2019 (the “Record Date”). Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue. The proposal to increase the share capital as included in the notice of the EGM will be adjusted to reflect the subscription price elements set out above. For further information on the Rights Issue, please see the notice of the EGM available on https://www.infrontfinance.com/ir/investors. The rights issue is fully underwritten by a syndicate consisting of ABG Sundal Collier ASA and Danske Bank, Norwegian Branch, the following primary insiders; Lindeman AS (owned by co-founder and CIO, Morten Lindeman), Nesbak AS (owned by co-founder and CEO, Kristian Nesbak), FLKX Capital AS (owned by the Company’s CFO, Max Hofer), Gujac Holding AS (owned by the Chairman of the Board, Gunnar Jacobsen), and Benjamin Røer (former member of the Board of Directors) as well as other large shareholders of the Company, which were invited to participate in the underwriting syndicate and submit pre-commitments in a period lasting from 11 April 2019 to 26 April 2019. The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to take place from Friday 7 June 2019 to Friday 21 June 2019 at 16:30 CEST. Trading in the subscription rights is expected to take place from Friday 7 June 2019 to Wednesday 19 June at 16:30 CEST. In the Rights Issue, Lindeman AS and Nesbak AS have each underwritten NOK 20m and intend to subscribe for shares for a similar total amount on a consolidated basis. A portion of this is likely to be financed by a structured sale of subscription rights. ABG Sundal Collier and Danske Bank (together the “Managers”) are acting as Joint Lead Managers and Joint Bookrunners for the Rights Issue. Advokatfirmaet Selmer AS is acting as legal counsel to the Company. Wikborg Rein Advokatfirma is acting as legal counsel to the Managers. For further information, please contact: Max Hofer, Chief Financial Officer max.hofer@infrontfinance.com About Infront: Infront provides a unique combination of global market data, news, analytics and trading tools. With over 20 years of product development driven by our clients’ business needs, the Infront Professional Terminal is the most user-friendly and flexible terminal in the financial market. We help buy-side and sell-side institutions grow their businesses, reduce costs, adapt to fast changing market requirements and work more effectively with ever-increasing amounts of information. Over 40,000 professional subscribers worldwide rely on Infront’s services. Infront is listed on the Oslo Stock Exchange and has offices in eight countries across Europe and South Africa. About VWD: vwd is a leading Europe-wide provider of information and IT solutions for the investment industry. As an agile solutions provider, we respond flexibly to regulatory requirements. We make your financial decisions smarter – thanks to our comprehensive range of solutions. As a full-service provider, we optimise processes to maximise our customers’ success. The development of our innovative products is built on decades of experience, market expertise and the right feel for the needs of our customers. IMPORTANT INFORMATION: This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.