Contemplated private placement to fund acceleration of M&A
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Data Respons ASA (“Data Respons” or the “Company”) has retained ABG Sundal Collier ASA and SpareBank 1 Markets AS (together the “Managers”) as Joint Lead Managers and Bookrunners to advise on and effect a private placement of new shares (the “Offer Shares”), directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions, after the close of Oslo Stock Exchange today (the "Private Placement").
Through the Private Placement, the Company is offering up to 12,000,000 new shares, representing approximately 20 % of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process.
Net proceeds from the Private Placement will be used to fund contemplated M&A activity. As announced in its Q1 financial results, the Company sees opportunities in all of its key markets and the market outlook remains attractive. Data Respons seeks to continue its growth through a combination of organic development and selective bolt-on acquisitions in the Nordics and Germany and has identified several M&A targets which may materialize in transactions during 2019.
The Private Placement will be divided into two tranches. Tranche 1 will consist of 2,000,000 Offer Shares (“Tranche 1”) and be based on existing authorisation to issue shares. Tranche 2 will consist of up to 10,000,000 Offer Shares (“Tranche 2”) and be subject to approval by an Extraordinary General Meeting (the “EGM”).
The Private Placement will be carried out on the following terms:
- The application period for the Private Placement opens today at 16:30 CEST on 13 May 2019 and closes at 08:00 CEST on 14 May 2019. The Company, in consultation with the Managers, may however at any time resolve to close or extend the subscription period at its sole discretion and on short notice.
- The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
- Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company's Board of Directors at its sole discretion. Notification of the partly conditional allocation is expected to be sent by the Managers on or about 14 May 2019. Applicants will be allocated Offer Shares on a pro rata basis between Tranche 1 and Tranche 2 of the Private Placement.
- The settlement date for Tranche 1 is expected to be on or about 16 May 2019.
- The settlement date for Tranche 2 is expected to be expected shortly after the EGM, expected to be held on or about 5 June 2019.
- The Tranche 2 Offer Shares will be delivered on a separate ISIN on settlement, and is expected to be listed and tradable in late June 2019. Interim listing of the Tranche 2 Offer Shares on Merkur Market will be facilitated as soon as practicable following settlement, expected on or about 12 June 2019.
- The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
Subject to completion of the Private Placement, the Company will consider to carry out a subsequent repair offering directed at its existing shareholders as of close of trading 13 May 2019, as subsequently recorded in the VPS on 15 May 2019, who were not allocated shares in the Private Placement.
For further information, please contact:
Kenneth Ragnvaldsen, CEO, Data Respons ASA, tel. +47 913 90 918
Rune Wahl, CFO, Data Respons ASA, tel. + 47 950 36 046
Contact information for the Managers:
ABG Sundal Collier AS, tel +47 22 01 60 08
SpareBank 1 Market AS, tel +47 24 14 74 70
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US 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. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
About Data Respons
Data Respons is a full-service, independent technology company and a leading player in the IoT, Industrial digitalisation and the embedded solutions market. We provide R&D services and embedded solutions to OEM companies, system integrators and vertical product suppliers in a range of market segments such as Transport & Automotive, Industrial Automation, Telecom & Media, Space, Defense & Security, Medtech, Energy & Maritime, and Finance & Public Sector.
Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the information technology index. The company has offices in Norway, Sweden, Denmark, Germany and Taiwan. www.datarespons.com
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act