Cxense ASA: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES 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 announcement published by Cxense ASA (“Cxense” or the “Company”) on 24 August 2017 regarding the Company considering to effect an underwritten private placement. The Company has engaged Arctic Securities AS as Manager and Bookrunner to advise on and effect a contemplated private placement with gross proceeds of NOK 40 million (corresponding to approximately USD 5 million) by issuing new ordinary shares in the Company (the “Private Placement”), each with a nominal value of NOK 5.00 (the “New Shares”). The Private Placement will be directed towards existing shareholders, other Norwegian and international investors in each case subject to an exemption from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions (except for the listing prospectus requirements set out below). The net proceeds from the Private Placement will, be used to finance the Company’s operation backed by the DMP & Personalization growth strategy, as well as for general corporate purposes. It is expected that the net proceeds together with the restructuring announced earlier today will finance operations to break even.

The Private Placement is fully underwritten by a guarantee consortium existing of the existing shareholders Ferd AS, Aker Capital AS, Norron Sicav – Target and Asah AS, at a price of NOK 40 per share. The underwriters will be entitled to an underwriting commission of 1.5% of the gross proceeds raised in the Private Placement. The final offer price in the Private Placement will be determined through an accelerated book-building process to be conducted by the Manager.

The Company has received pre-commitments for approximately NOK 2.5 million from a number of primary insiders, including  Lars Thoresen (Chairman of the Board), David Rowe (Board member), Ståle Bjørnstad (CEO), Jørgen Loeng (CFO) and Rune Mol Slettenes (SVP Finance).

The application period for the Private Placement will commence today, 24 August 2017 at 16:30 hours CEST and is expected to close on 25 August 2017 at 08:00 hours CEST. The Company, together with the Manager, reserves the right to at any time and in its sole discretion resolve to close or to extend the application period or to cancel the Private Placement in its entirety. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available.

The final allocation will be made at the Board's sole discretion, provided, however, that the Private Placement and the issuance of the New Shares will remain subject to all required corporate resolutions by the Company to issue the New Shares and to consummate the Private Placement, including approval from shareholders at an extraordinary general meeting (the “EGM”), currently expected to be held on or about 18 September 2017, and the New Shares having been fully paid and legally issued. Applicants who are also existing shareholders will undertake to vote in favour of the Private Placement in the EGM, including authorizing the Board to carry out a potential subsequent repair offering.

In order to facilitate timely delivery of already listed shares to subscribers in the Private Placement, the Company will seek to deliver the shares by way of existing and unencumbered shares in the Company, pursuant to a share lending agreement to be entered into between the Company, the Manager and certain existing shareholders. If successful, the shares delivered to the subscribers will thus be tradable upon delivery. The Manager will thereafter settle the share loan with the new shares in the Company to be issued following approval by the EGM. Such shares to remain on a separate ISIN and will not be tradable on the Oslo Stock Exchange until the Company has prepared and published a listing prospects to be approved by the Financial Supervisory Authority of Norway, expected on or around end of October 2017.

The contemplated Private Placement implies that the shareholders’ preferential rights to subscribe for new shares will be set aside. The Board is of the opinion that the Private Placement will be in the best interest of the Company and its shareholders, allowing for the Company to raise capital more quickly and, at a lower discount, compared to a rights issue. Furthermore, the Board is of the opinion that, in the current market, a private placement has a larger possibility of success compared to a rights issue.

Subject to successful completion of the Private Placement, the Board of Directors will consider to carry out a subsequent offering of new shares in the Company. The further details of such repair offering, if any, will be announced separately.

Aabø-Evensen & Co Advokatfirma AS is acting as legal advisors to the Company.

Investor Relations contact:

Jørgen Loeng, Chief Financial Officer

Email: jorgen.loeng@cxense.com

Mobile: +47 906 60 062

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About Cxense:

Cxense helps hundreds of leading publishers and marketers across the globe transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, give companies unprecedented insight about their individual customers, and enables them to action this insight real-time in all marketing and sales channels. Benefits include increased digital revenue and user loyalty. Cxense works with brands such as Aeon, Wall Street Journal, Grupo Clarin, NBC Universal, Aller and many more. Cxense is headquartered in Norway with offices worldwide and the company is listed on the Oslo Stock Exchange with the ticker 'CXENSE.' For more information: www.cxense.com

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