Oslo, Norway, 10 February 2021: Reference is made to Xplora Technologies AS'
("Xplora" or the "Company") stock exchange announcement published earlier today,
on 10 February 2021, regarding a contemplated private placement (the "Private
The Company is pleased to announce that the Private Placement has been
successfully completed raising approximately NOK 153 million in gross proceeds
through the issuance of new shares in the Company, at a price of NOK 42 per
share (the "Offer Shares"). The Private Placement took place through an
accelerated book building process managed by SpareBank 1 Markets AS (the
"Manager") after close of markets on 10 February 2020. The Private Placement
attracted strong interest from high quality investors and was multiple times
The net proceeds from the Private Placement will be used to (i) accelerate the
Company's growth plan as outlined in the Company's Admission Document published
on 17 November 2020, (ii) fund the pursuit of strategic M&A opportunities and
(iii) finance and ensure product developments and a strong balance sheet, as
well as for general corporate purposes.
Passesta AS, the company of Xplora's chairman, Tore Engebretsen, had
pre-committed to subscribe for Offer Shares in the amount of NOK 15 million.
Allocation of the Offer Shares has been resolved by the Board of Directors
following advice from the Manager and is expected to be communicated to
investors on 11 February 2021, before the market opens.
Settlement of the Private Placement will be on a delivery versus payment basis,
facilitated by existing and unencumbered shares in the Company being borrowed
from Passesta AS pursuant to a share lending agreement. Accordingly, the shares
delivered to the investors will be tradable from delivery. The Manager will
settle the share loan to Passesta AS with the issuance of new shares in the
Company, which was resolved issued by the Board of Directors in the board
meeting held today on 10 February 2021.
The share capital increase pertaining to the Private Placement is expected to be
delivered by the end of February 2021, following registration of the share
capital increase with the Norwegian Register of Business Enterprises (Norwegian:
Foretaksregisteret). Following registration of the share capital increase, the
Company's new share capital will be NOK 145,540.8 divided into 36,385,208
shares, each with a par value of NOK 0.004. Each share carries one vote.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board of Directors has considered
the Private Placement in light of the requirements in the Norwegian Private
Limited Companies Act and the rules on equal treatment under Euronext Growth
Oslo Rule Book II for companies listed on Euronext Growth Oslo and Oslo Børs'
Guidelines on the rule of equal treatment. The Board of Directors has concluded
that the Private Placement is in compliance with these requirements and that
deviating from the shareholders' pre-emptive right would be in the common
interest of the Company and its shareholders.
In its assessment, the Board of Directors has inter alia emphasized that:
(i) The subscription price of NOK 42 per share is close to the Company's current
market price per share and is further based on a book building process.
(ii) The costs for the Company in connection with the private placement are
considered to be lower compared to other capital rising alternatives.
(iii) The private placement enables the Company to capitalise on current
favourable market conditions and secure financing for beneficial purposes, which
would not have been obtainable by structures with longer process time, such as a
rights offering or by other forms of capital raisings.
(iv) The relatively small size of the private placement compared to the
Company's issued share capital implies correspondingly low dilution levels for
Notification of trade - primary insider:
The following primary insiders have been allocated Offer Shares in the Private
Placement at the subscription price of NOK 42 per Offer Share:
- Passesta AS, the company of Xplora's Chairman, Tore Engebretsen, has
subscribed for and has been allocated 357,142 Offer Shares in the Private
Placement. Following the Private Placement, Passesta AS will own 5,333,342
shares in the Company, corresponding to approx. 14.69% of the share capital.
- Kristin Hellebust, member of Xplora's board of directors, has subscribed for
and has been allocated 11,904 Offer Shares in the Private Placement. Following
the Private Placement, Kristin Hellebust will own 11,904 shares in the Company,
corresponding to approx. 0.03% of the share capital.
Kluge Advokatfirma AS is acting as legal advisor to the Company in connection
with the Private Placement.
For further information please contact:
Sten Kirkbak, CEO +47 922 03 710
Mikael Clement, CFO +47 990 08 000
About Xplora Technologies AS: Xplora is a platform and services company and an
industry leader in the market for children's smartwatches. Xplora was founded to
give children a safe onboarding to the digital life and a better balance between
screen time and physical activity. Xplora's vision is to enable children around
the world to experience how their everyday activities can create value and make
a positive change to the world. The company is headquartered in Norway with
operations in leading European markets.
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other 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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act. In any EEA Member State, this announcement is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the EU Prospectus Regulation, i.e., only to investors who can receive
the offer without an approved prospectus in such EEA Member State. The
expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State).
In the United Kingdom, this announcement is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this announcement must satisfy themselves that it
is lawful to do so.
The Target Market Assessment set out in the Application Agreement is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Private Placement. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II