Private placement successfully completed
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.
Reference is made to the stock exchange release from Data Respons ASA ("Data Respons" or the "Company") published on 13 May 2019 regarding a contemplated private placement.
The Company announces that it has raised approximately NOK 324 million in gross proceeds through a private placement (the "Private Placement") of 12,000,000 new shares ("Offer Shares"), at a price per share of NOK 27. The Private Placement, which was significantly oversubscribed, took place through an accelerated bookbuilding process managed by ABG Sundal Collier ASA and SpareBank 1 Markets AS (together the “Managers”) as Joint Lead Managers and Bookrunners after close of markets on 13 May 2019.
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 is divided into two tranches. Tranche 1 consist of 2,000,000 Offer Shares (“Tranche 1”) and is based on existing authorisation to issue shares. Tranche 2 consist of 10,000,000 Offer Shares (“Tranche 2”) and is subject to approval by an Extraordinary General Meeting (the “EGM”).
Notification of the partly conditional allocation will 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 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 following announcement of a listing prospectus. Interim listing of the Tranche 2 Offer Shares on Merkur Market is expected to be facilitated as soon as practicable following settlement, expected on or about 12 June 2019.
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.
The Board of Directors intends for the Company to carry out a subsequent repair offering of up to 1,800,000 new shares in which shareholders in the Company as of 13 May 2019, as registered in the VPS on 15 May 2019, who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights. The subscription rights will not be listed, over-subscription will be allowed and subscription without subscription rights will not be allowed in the subsequent repair offering. The subscription price in the repair offering will be the same as in the Private Placement, i.e. NOK 27 per share. The Repair Issue will inter alia be conditional upon (i) completion of the Private Placement, (ii) approval of the share capital increase pertaining to the Repair Issue by the extraordinary general meeting, expected to be held on or about 5 June 2019, and (iii) approval and publication of a prospectus regarding, inter alia, the Repair Issue.
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
This information is subject to the disclosure requirements pursuant to section 5 -12 and 4.2 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
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