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UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THE PRESS RELEASE
Carasent ASA – Contemplated Private Placement
Oslo, Norway, 9 September 2020: Carasent ASA ("Carasent" or the "Company") has
retained DNB Markets, a part of DNB Bank ASA, as Sole Manager (“The Manager")
with respect to a contemplated private placement of 12,190,146 new shares (the
"Offer Shares") (representing 30% of the outstanding share capital of the
Company) directed towards Norwegian and international investors, including
existing shareholders and new potential investors, subject to and in compliance
with applicable exemptions from relevant prospectus or registration requirements
(the "Private Placement").
The Company intends to use the net proceeds from the Private Placement to
strenghten the ability to capitalize on identified growth opportunities, as well
as for general corporate purposes.
The following primary insiders in the Company have indicated an interest to
subscribe for shares in accordance with the following:
- Johan Lindqvist, Chairman of the Board, has indicated an interest to subscribe
for approximately NOK 4 million.
- Johan Lindqvist holds 2,824,124 shares in the Company prior to the Private
Placement,
- Jesper Jannerberg, CEO, has indicated an interest to subscribe for
approximately NOK 4 million.
- Jesper Jannerberg holds 4,802,618 shares in the Company prior to the Private
Placement,
- Dennis Höjer, CEO Evimeria AB, has indicated an interest to subscribe for
approximately NOK 4 million.
- Dennis Höjer holds 4,233,053 shares in the Company prior to the Private
Placement,
- Niclas Hugosson, Business Developer and founder of Evimeria, has indicated an
interest to subscribe for approximately NOK 8 million.
- Niclas Hugosson holds 4,161,992 shares in the Company prior to the Private
Placement,
- Lars Forsberg, CFO, has indicated an interest to subscribe for approximately
NOK 2 million.
- Lars Forsberg holds 1,225,000 shares in the Company prior to the Private
Placement,
- Ebba Fåhreus, Board Member, has indicated an interest to subscribe for
approximately NOK 1 million.
- Ebba Fåhreus holds 25,000 shares in the Company prior to the Private
Placement,
- Jon Schultz, Legal Counsel, has indicated an interest to subscribe for
approximately NOK 300 thousand.
- Jon Schultz holds 68,207 shares in the Company prior to the Private Placement,
The subscription price for the Offer Shares will be determined by the Board of
Directors based on an accelerated bookbuilding process. The application period
for the Private Placement will commence today at 16:30 hours (CET) and is
expected to close on Thursday 10 September 2020 at 08:00 hours (CET). The
Company may, however, at any time resolve to close or extend the application
period at its own discretion and for any reason without further notice. If the
application period is shortened or extended, any other dates referred to herein
may be amended accordingly.
The minimum application and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000 per investor, provided that the Company may,
at its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
The allocation of Offer Shares will be determined at the sole discretion of the
Board of Directors, in consultation with the Manager, following the expiry of
the bookbuilding process, where the Board of Directors will focus primarily on
inter alia existing ownership, timeliness of application, price leadership,
relative order size, sector knowledge, perceived investor quality and investment
horizon. The Board of Directors may, at its sole discretion, reject and/or
reduce any applications. There is no guarantee that any applicant will be
allocated Offer Shares.
The Offer Shares allocated in the Private Placement will be settled through a
delivery versus payment transaction on a regular T+2 basis by delivery of
existing and unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange pursuant to a share lending agreement between the Manager,
the Company, Jannerberg Invest AB (4,500,000 shares), Factis Invest AB
(4,063,382), Windchange AS (2,500,000 shares) and Windchange AB (1,126,764
shares). The shares delivered to the subscribers will thus be tradable from
allocation. The Managers will settle the share loan with new shares in the
Company to be issued by the Company's Board of Directors pursuant to an
authorization granted at the Company's annual general meeting held on 17 June
2020.
The Company will announce the final number of shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on the Oslo Stock Exchange
tomorrow, Thursday 10 September 2020. The settlement date for the new shares is
expected to be on or about Monday 14 September 2020. Completion of the Private
Placement is subject to final approval by the Board.
The Company has agreed with the Manager to a lock-up on future share issuances
for a period of 90 days from the settlement date for the Private Placement,
subject to customary exceptions. The Company's Board, members of the executive
management and the largest shareholders have all agreed with the Manager to a
lock-up on existing shareholdings for a period of 90 days from the settlement
date for the Private Placement, subject to customary exceptions.
The contemplated transaction will be carried out as a Private Placement in order
to complete the share issue in today's market conditions in an efficient manner
and to allow for participation from new investors. As a consequence of the
transaction structure, the shareholders' preferential rights will be deviated
from. The Board of Directors has considered the Private Placement in light of
the equal treatment obligations under relevant acts and regulations, and is of
the opinion that the proposed Private Placement is in compliance with these
requirements. Following careful considerations, 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, in view of the current market conditions and
the growth opportunities currently available to the Company. A private placement
enables the Company to raise capital in an efficient manner with significantly
lower execution risks compared to a rights issue, and the Private Placement is
structured to ensure that a market based subscription price is achieved.
Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with
the Private Placement.
For further information, please contact:
Johan Lindqvist (Chairman)
johan.lindqvist@windchange.se
+46 733 55 09 35
About Carasent ASA
Founded in 1997, Carasent (former Apptix ASA) was previously the parent company
of Apptix Inc but withdrew from the US market in 2017. In May 2018 Apptix, now
Carasent, acquired the Swedish company Evimeria EMR AB, a company providing
cloud-based medical record services to the health care industry. The company’s
strategy is to continue to develop and expand digitalization that helps
customers to meet challenges in providing efficient and qualitative health care
services.
Carasent is based in Oslo. The company is listed on the Oslo Stock Exchange
(ticker: CARA). www.carasent.com
***
- IMPORTANT INFORMATION –
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document 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 prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People's Republic of China, South Africa or Japan 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 of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the "Securities Act")) or to publications
with a general circulation in the United States of America. This document is not
an offer for sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the Securities Act, or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
Securities Act. Carasent does not intend to register any part of the offering in
the United States. There will be no public offering of the securities in the
United States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to whom it 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"). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.
This announcement is an advertisement and does not constitute a prospectus for
the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together
with any applicable implementing measures in any Member State, the "Prospectus
Regulation"). In any EEA Member State that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Regulation.
Investing in securities involves certain risks.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe", "assume", "expect", "forecast",
"project", "may", "could", "might", "will" or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of Carasent and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements.
Carasent assumes no responsibility to update forward -looking statements or to
adapt them to future events or developments.
This announcement is made by and, and is the responsibility of, the Company. The
Manager is acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and does not accept any
responsibility for the contents of this announcement or any matters referred to
herein.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
