NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement by Zalaris ASA ("Zalaris"
or the "Company", ticker code "ZAL") earlier today regarding a contemplated
private placement of up to approx. 2.3 million shares (the "Private Placement").
The Company is pleased to announce that the Private Placement has been
successfully completed, raising approximately NOK 140 million in gross proceeds
through the allocation of in total 2,322,300 shares in the Company at a price of
NOK 60 per share (the "Offer Shares"). The Private Placement took place through
an accelerated book-building process managed by Arctic Securities AS and
SpareBank 1 Markets AS (jointly, the "Managers"), as joint bookrunners after
close of market today, on 10 June 2021. The Private Placement attracted strong
interest from high-quality institutional and private investors and was
Out of the total transaction, 2,012,300 Offer Shares are new shares to be issued
by the Company raising gross proceeds of approximately NOK 120 million to the
Company, and 310,000 Offer Shares are existing shares sold by AHAG
Vermögensverwaltung GmbH and the Company.
The Company intends to use the net proceeds from the sale of new shares in the
Private Placement to:
o Finance the cash purchase price payable for the Company's strategic
acquisition of ba.se. service & consulting GmbH.
o Pursue and fund near-term growth opportunities identified by the Company.
o Fund further business development and value accretion.
o General corporate purposes.
The net proceeds from the Company's sale of existing shares will be used to
settle fully vested RSUs in cash. The Company will not receive any proceeds from
AHAG Vermögensverwaltung GmbH's sale of existing shares.
Completion of the Private Placement and the issuance of the new shares in
connection with the Offer Shares were resolved by the Company's Board of
Directors (the "Board") at a board meeting held earlier today, pursuant to an
authorisation given at the Company's Annual General Meeting held on 20 May 2021.
Notification of allocation, including settlement instructions are expected to be
distributed by the Managers on or about 11 June 2021, with settlement on a
delivery versus payment (DVP) basis on or about 15 June 2021.
Delivery versus payment settlement of the Offer Shares will be facilitated by
existing and unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange. New shares to be issued by the Company will be settled
towards investors with shares made available pursuant to a share lending
agreement between by Arctic Securities AS (on behalf of the Managers), the
Company and Norwegian Retail AS. Following registration of the share capital
increase pertaining to the Private Placement in the Norwegian Register of
Business Enterprises, the Company will have 22,135,279 shares issued and
outstanding, each with a par value of NOK 0.10.
The Private Placement implies a deviation from the pre-emptive rights of the
existing shareholders of the Company under the Norwegian Public Limited
Companies Act. The Board has considered this and is of the view that it would be
in the best interest of the Company and its shareholders to deviate from the
existing shareholders' pre-emptive right to the new shares in the Private
Placement, and that this would also be in compliance with the requirements in
the Norwegian Public Limited Companies Act on equal treatment of shareholders
and the prohibition against giving anyone an unreasonable advantage at the
Company's or the shareholders' expense, the obligation relating to equal
treatment of shareholders under the Continuing Obligations of companies admitted
to trading on Oslo Børs, c.f. Rule Book Part II section 2.1 and Oslo Børs'
Circular no. 2/2014. In reaching this conclusion, the Board inter alia
o the proposed subscription price of NOK 60 per share is based on the investor
interest obtained following a pre-sounding of the Private Placement with
wall-crossed investors and a publicly announced book-building process conducted
by leading investment banks and the subscription price represent professional
investors' view of the market price for the shares for a share offering of this
o the subscription price represented a smaller discount to the prices at which
the Company's shares had been traded on Oslo Børs prior to the announcement of
the Private Placement (approx. 5.2% discount to WVAP the last ten trading days)
and the number of new shares represent only 10% of the existing number of shares
in the Company, and a dilution of existing shareholders below 10%.
o all existing shareholders participating in the Private Placement were
allocated shares equal to at least their pro-rata ownership in the Company.
Further a substantial amount of the Company's existing shareholders was offered
to participate in the Private Placement.
o a share issue in the form of a private placement enabled the Company to
capitalise on current market conditions which were deemed beneficial to the
interest of the Company and its shareholders. Such benefits would not be
obtainable by structures with longer lead time such as a rights offering.
The Company will not carry out a subsequent offering.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Private Placement.
For further information, please contact:
Hans-Petter Mellerud, CEO and founder
Mobile: +47 928 97 276
Gunnar Manum, CFO
Mobile: +47 951 79 190
Zalaris simplify HR and payroll administration, and empower you with useful
information so that you can invest more in people. We are a leading service
provider of Human Capital Management (HCM) solutions across Europe, serving more
than 1.5 million employees monthly with an annual revenue of 78 million Euros
(2020). We hold #1 or #2 positions in most of our markets. Our consultants have
more than 21 years of experience in transforming HR with our clients. Simplify
work life. Achieve more. For more information about us, go to zalaris.com.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation.
This stock exchange release was published by Gunnar Manum, CFO, on 10 June 2021
at 23:15 CEST.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
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 communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
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, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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
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.
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..
In connection with the Offering, the Managers and any of their affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Offering or otherwise. Accordingly,
references in any subscription materials to the shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by, such
Manager and any of their affiliates acting as investors for their own accounts.
The Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.