Knowit announces intention to carry out a directed share issue of up to SEK 500 millionPublished 10 Jun 2021
Knowit Aktiebolag (publ) (”Knowit” or the ”Company”) today announces its intention to carry out a directed share issue to Swedish and International institutional investors to raise proceeds of up to SEK 500 million. The price and the total number of new shares in the directed share issue will be determined through an accelerated book building procedure. Knowit has engaged Nordea Bank Abp, filial i Sverige (”Nordea”) to evaluate the possibilities to conduct the directed share issue.
Knowit announces its intention to carry out a directed share issue of up to SEK 500 million, directed to Swedish and International institutional investors, which is intended to be carried out based on the authorization granted by the extraordinary general meeting on 28 May 2021 (the “Directed Issue”). Knowit has engaged Nordea to to evaluate the possibilities to conduct the Directed Issue.
The subscription price for the shares in the Directed Issue is to be determined through an accelerated bookbuilding procedure, which will commence immediately after the announcement of this press release, and is expected to occur, alongside pricing and allocation, prior to the beginning of trading on Nasdaq Stockholm at 09.00 CEST on 11 June 2021. The bookbuilding procedure may, at the discretion of the Company or Nordea, close earlier or later and may be cancelled at any time.
The proceeds from the Directed Issue will be used to increase financial flexibility in order to take advantage of future opportunities in line with the Company’s growth agenda. The reason for the deviation from the shareholders’ preferential rights is to in a time- and cost-effective manner raise capital at favourable conditions for Knowit’s continued expansion, while at the same time further diversifying the Company’s shareholder base with Swedish and international institutional investors.
Formica Capital, the Company’s largest shareholder after completion of the acquisition of Cybercom, has expressed an intention to subscribe for its pro rata share of the Directed Issue.
In connection with the Directed Issue, the Company has undertaken, with certain exceptions, not to issue additional shares for a period of 180 calendar days.
The Directed Issue is subject to a resolution by the board of directors of Knowit, pursuant to the issue authorization granted by the extraordinary general meeting on 28 May 2021 to issue new shares, following the close of the bookbuilding.
Nordea is acting as Sole Global Coordinator and Bookrunner and Setterwalls Advokatbyrå AB is legal adviser to Knowit in connection with the Directed Issue. Roschier Advokatbyrå AB is acting as legal adviser to Nordea in connection with the Directed Issue.
This information is information that Knowit AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of Per Wallentin, CEO, at 10 June 2021 at 17.31 CET.
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In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Nordea.Nordea is acting exclusively for the Company in connection with the transaction and no one else. Nordea will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
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This press release does not constitute an invitation to underwrite, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct its own examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Knowit have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Knowit may decline and investors could lose all or part of their investment; the shares in Knowit offer no guaranteed income and no capital protection; and an investment in the shares in Knowit is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Knowit.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Knowit and determining appropriate distribution channels.