PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER 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 by Data Respons ASA ("Data Respons" or the "Company") regarding a contemplated private placement (the "Private Placement") of up to 2,226,637 new shares in the Company. The Company is pleased to announce that the Private Placement has been fully subscribed and that the Board of Directors has resolved to issue and allocate 2,226,637 new shares (the "New Shares") at a subscription price of NOK 25.00 per share, raising gross proceeds of NOK 56 million.
The Private Placement took place through an accelerated book-building process after close of markets. The Private Placement attracted strong interest from both existing shareholders as well as new high quality institutional investors, and was significantly oversubscribed.
The net proceeds from the Private Placement will be used to strengthen the Company's balance sheet, increase the Company's flexibility to finance the Company's organic and non-organic growth strategy and for general corporate purposes.
The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. The Company believes it is well positioned for further profitable growth, which forms the background for carrying out the Private Placement and strengthening its equity capital. The board of directors of the Company has considered different transaction alternatives and concluded that the Private Placement structure would best attend to the common interest of the Company and its shareholders. Taking into consideration inter alia limited discount, size of placement, utilisation of market conditions, pre-announced and broadly marketed placement, transaction risk, costs, as well as dilution effects, the board of directors has, after thorough assessments found that there are sufficient and objective grounds for setting aside existing shareholders pre-emptive rights to subscribe for shares.
The New Shares will be issued based on a board authorisation given by the Annual General Meeting held 27 April 2017. Delivery of the New Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment and timely delivery of already listed shares to subscribers in the Private Placement, be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company and the Manager.
Kenneth Ragnvaldsen, CEO in Data Respons said in a comment: "We are pleased to announce a successful private placement. 2017 provided record high revenues, order intake and operating result. Technology mega trends, implying a more data driven society with a growing number of connected devices, will continue to mature across all industries. Our customers, from the established blue chip companies to start-ups, are increasing their focus on new developments and upgrades of their products, platforms, and system solutions. The private placement will strengthen the balance sheet and support the company's growth strategy going forward."
Swedbank Norge acted as Manager in the Private Placement. Advokatfirmaet CLP DA is acting as legal advisor for Data Respons ASA in connection with the Private Placement.
For further information:
Kenneth Ragnvaldsen, CEO, Data Respons ASA, tel. +47 913 90 918.
Rune Wahl, CFO, Data Respons ASA, tel. + 47 950 36 046
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
This announcement is not and does not form a part of any offer for sale of any securities, and is for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Data Respons ASA does not intend to register of its securities in the United States.
The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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. This announcement has not been approved by any regulatory authority.