Cxense ASA: Successfully completed 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”) earlier today, 24 August 2017, regarding a contemplated private placement (the “Private Placement”) of new shares (the “New Shares”) in the Company.
The Company has successfully raised NOK 40 million (corresponding to approximately USD 5 million) in gross proceeds in the Private Placement through the application and conditional allocation of 1,000,000 New Shares, each share at a subscription price of NOK 40 (the “Subscription Price”). The Private Placement was oversubscribed. Arctic Securities AS acted as manager and book-runner in the Private Placement, which took place after closing on the Oslo Stock Exchange today. The shares issued in the Private Placement correspond to approximately 12.6% of the issued and outstanding shares of the Company.
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 yesterday will finance operations to break even.
The Private Placement was 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”). The underwriters will be entitled to an underwriting commission of 1.5% of the gross proceeds raised in the Private Placement.
The Private Placement and the issuance of New Shares remain subject to all required corporate resolutions by the Company to issue the New Shares and to consummate the Private Placement, including approval from the shareholders at an extraordinary general meeting to be held on or about 18 September 2017 (the “EGM”), and the New Shares having been fully paid and legally issued.
In order to facilitate timely delivery of tradable shares to applicants in the Private Placement, the Company will seek to deliver the shares allocated in the Private Placement by way of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, 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 not 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.
In order to be able to complete the Private Placement, the Board will propose to the EGM that existing shareholders’ preferential rights to subscribe for new shares are set aside. The Board believes that this is 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 completion of the Private Placement, the Board will propose to the EGM to authorize the Board to conduct a subsequent offering. Depending on the market development, the Board will consider further whether or not to use the authorization. The subscription price will be equal to the Subscription Price in the Private Placement. The further details of such repair offering will be announced separately.
Following registration of the new share capital pertaining to the Private Placement, however, not including the new shares proposed to be offered in the Subsequent Offering, the Company will have an issued share capital of NOK 44,790,060, divided into 8,958,012 shares, each with a par value of NOK 5.00.
Aabø-Evensen & Co Advokatfirma AS is acting as legal advisors to the Company.
Investor Relations contact:
Jørgen Loeng, Chief Financial Officer
Email:ir@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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