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THE END OF THE PRESS RELEASE
Carasent ASA - Contemplated, Fully Underwritten, Private Placement
Oslo, Norway, 25 May 2021
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 11,007,031 new shares (the "Offer Shares") (representing
just below 20% of the outstanding share capital of the Company) directed towards
Norwegian and international investors (the "Private Placement").
The Company intends to use the net proceeds from the Private Placement to
finance the acquisition of Metodika AB, as announced on 25 May 2021 finance
future potential acquisitions and strengthen the ability to capitalize on
organic growth opportunities, as well as for general corporate purposes.
The subscription price for the Offer Shares will be NOK 33.4 per share. The
Private Placement has been fully underwritten by the Company's shareholder
Aeternum Capital AS, for which it will receive an underwriting commission of 3%
of the amount of the underwriting. In addition, Aeternum Capital AS will
subscribe for and be allocated a minimum of 1,650,000 Offer Shares at the
subscription price, corresponding to its current 15% shareholding.
The application period for the Private Placement will commence today at 16:30
hours (CET) and is expected to close on 26 May 2021 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 give regard to
existing ownership, liquidity in the shares, timeliness of application, price
leadership, relative size of application, sector knowledge, perceived investor
quality and investment horizon. The Board of Directors may, at its sole
discretion, reject and/or reduce any applications. There Company does not
guarantee that any applicant other than Aeternum Capital AS, in accordance with
the underwriting described above, will be allocated Offer Shares in the Private
Placement.
The obligation to deliver 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, and the shareholders Aeternum Capital AS, Factis
Invest AB and Windchange AS. The shares delivered to the subscribers will thus
be tradable from allocation. The Managers will settle the share loan with the
new shares in the Company to be issued by the Company's Board of Directors
pursuant to an authorization granted at the Company's extraordinary general
meeting held on 14 January 2021.
The Company will announce 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, 26 May 2021. The settlement date
for the Offer Shares is expected to be on or about 28 May 2021.
Completion of the Private Placement is subject to the approval by the Company's
Board of Directors of the Private Placement, including their resolution to issue
the Offer Shares.
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 (including a right to issue consideration shares
as part of the Company's M&A strategy). The Board of Directors and members of
the executive management 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, including for the share
lending described above.
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
is 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 a market based subscription price is achieved and the
downside price risk inherent in a book-building is protected by the underwriting
of the entire Private Placement.
BAHR 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 ASA (former Apptix ASA) is a Scandinavian E-health
company that develops and expands digitalization that helps customers in
providing efficient and quality health care services. The company operates
through its subsidiaries Evimeria EMR AB, Avans Soma AS, and Metodika AB,
acquired in 2018, 2020 and 2021, respectively.
