Knowit completes a directed share issue of 1,785,714 new shares, raising proceeds of approximately SEK 500 millionPublished 10 Jun 2021
The board of directors of Knowit Aktiebolag (publ) (”Knowit” or the ”Company”) has, as communicated in the Company’s press release earlier today, resolved to carry out a directed share issue of 1,785,714 new shares at a subscription price of SEK 280.0 per share. The subscription price per share represents a discount of approximately 3.9 percent compared to the closing price on 10 June 2021. Through the directed share issue, which was significantly oversubscribed, Knowit will receive proceeds amounting to approximately SEK 500 million before transaction costs.
The board of directors of Knowit has, based on the authorization granted by the extraordinary general meeting on 28 May 2021, and as communicated in the Company’s press release earlier today, resolved to carry out a directed share issue of 1,785,714 new shares to Swedish and International institutional investors (the “Directed Issue”). The Directed Issue was significantly oversubscribed and investors in the Directed Issue included Swedish and International institutional investors, including Formica Capital, the Company’s largest shareholder after completion of the acquisition of Cybercom, Cliens Kapitalförvaltning and Didner & Gerge. The transaction was carried out through an accelerated book building procedure by the Company’s financial advisor Nordea Bank Abp, filial i Sverige (“Nordea”).
Knowit’s CEO Per Wallentin comments:
”We are very pleased with the large interest from new and existing investors, and we see it as a vote of confidence in our growth strategy. Knowit is uniquely positioned to lead the digital transformation towards tomorrow’s sustainable business models, and through the acquisitions of Creuna and Cybercom we have strengthened our market position and further expanded our offer. The proceeds from today’s transaction creates the right conditions for profitable growth and continued selective acquisitions, and provides an increased financial flexibility reflecting our ambitions and financial targets.”
The subscription price in the Directed Issue was set to SEK 280.0 and has been determined through an accelerated book building procedure. Through the Directed Issue, Knowit will raise approximately SEK 500 million before transaction costs. The subscription price per share represents a discount of approximately 3.9 percent compared to the closing price on 10 June 2021 of SEK 291.5. The Directed Issue increases the number of outstanding shares in Knowit by 1,785,714 shares, from 19,862,003 shares to a total of 21,647,717 outstanding shares. The Directed Issue entails a dilution of approximately 8.2 percent in relation to the total number of shares and votes in the Company after the Directed Issue. In connection with the completion of the acquisition of Cybercom on 1 July 2021, the Company will, as previously communicated, conduct an issue in kind of 5,760,883 new shares. Including the issue in kind, the Directed Issue entails a dilution of approximately 6.5 per cent.
The proceeds from the Directed Issue will be used to increase financial flexibility to be able to take advantage of future business 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.
The board of directors’ assessment is that the subscription price in the Directed Issue is in accordance with market conditions, since it was determined through an accelerated bookbuilding procedure.
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.
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 23.45 CET.
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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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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.
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