Cxense ASA convenes an extraordinary general meeting to propose a fully underwritten Rights Issue of NOK 90 million
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Cxense ASA convenes an extraordinary general meeting to propose a fully underwritten Rights Issue of NOK 90 million
Oslo, 17 January, 2019 – Cxense ASA's ("Cxense" or the "Company") proposes to carry out a fully underwritten rights issue of NOK 90 million at a subscription price of NOK 7.00 per share, with pre-emptive subscription rights for existing shareholders (the "Rights Issue"). The Board of Directors has resolved to call for an extraordinary general meeting (the "EGM") to be held on 7 February 2019 to approve the Rights Issue. The notice of the EGM will be distributed separately.
Background:
Cxense has built a strong market position with its proven data management and personalisation technology. At the start of 2019, the Company’s solutions are used by 190 customers, representing some of the world’s leading publishers and brands, generating approximately USD 20 million in annual recurring revenues for Cxense. The Company has recently introduced new products with positive customer traction and seeks to capitalize on its position and expand into the growing data and subscription economy.
“Subscription-based revenue models are rapidly expanding across all industries. Our solutions enable companies to use data to personalize content and offers which are key to provide subscribers with recurring relevance and value,” says Christian Printzell Halvorsen, the CEO of Cxense. “With additional growth capital, we will be able to leverage our high-margin, scalable business model to accelerate growth in existing and new markets. In addition, by strengthening our sales organisation and product offering we will have the tools to improve customer retention.”
The new international leadership team, onboarded in 2H 2018, has developed a strategic plan to increase customer lifetime value by 2-4 times and accelerate growth by strengthening the product portfolio and organisation. The target is to triple revenues over the next five years and become profitable during the period. Based on the current business plan and before the Rights Issue, Cxense is not fully funded to break-even as previously communicated. The proposed Rights Issue will finance necessary growth investments and working capital requirements for Cxense.
Underwriting
The Rights Issue is fully underwritten, subject to customary terms and conditions, by an underwriting syndicate established by Arctic Securities (the "Bookrunner"). The Rights Issue is supported by some of the Company's largest shareholders, such as Ferd, ASAH and Norron as significant underwriters. In addition, certain other existing shareholders, primary insiders in the Company and external investors have underwritten the remainder of the Rights Issue. The underwriters will receive an underwriting fee equal to 2.00 per cent of their respective underwriting obligations.
LT Invest AS, a company controlled by Lars Bjørn Thoresen, Chairman of the Board of Cxense, has entered into the underwriting agreement and has underwritten NOK 3,000,000 of the Rights Issue. Lars Bjørn Thoresen, directly and indirectly, currently owns 38,677 shares in Cxense.
Tankeverket AS, a company controlled by Christian Printzell Halvorsen, Chief Executive Officer of Cxense, has entered into the underwriting agreement and has underwritten NOK 500,000 of the Rights Issue. Christian Printzell Halvorsen, directly and indirectly, currently owns 27,500 shares in Cxense.
Kanoka Invest AS, a company owned 100% by Jørgen Evjen, Chief Financial Officer of Cxense, has entered into the underwriting agreement and has underwritten NOK 700,000 of the Rights Issue. Jørgen Evjen, directly and indirectly, currently owns 0 shares in Cxense.
David Gosen, Chief Commercial Officer of Cxense, has entered into the underwriting agreement and has underwritten NOK 275,000 of the Rights Issue. David Gosen, directly and indirectly, currently owns 0 shares in Cxense.
Benjamin Graham, Chief Product Officer of Cxense, has entered into the underwriting agreement and has underwritten NOK 100,000 of the Rights Issue. Benjamin Graham, directly and indirectly, currently owns 0 shares in Cxense.
Elisabeth Monrad-Hansen, VP Human Resources of Cxense, has entered into the underwriting agreement and has underwritten NOK 100,000 of the Rights Issue. Elisabeth Monrad-Hansen, directly and indirectly, currently owns 0 shares in Cxense.
Birger Søiland, General Manager North America of Cxense, has entered into the underwriting agreement and has underwritten NOK 50,000 of the Rights Issue. Birger Søiland, directly and indirectly, currently owns 0 shares in Cxense.
The Rights Issue
Completion of the Rights Issue is subject to shareholders' approval at the EGM to be held on 7 February 2019 and that an EEA-prospectus for the Rights Issue is approved by the Financial Supervisory Authority of Norway and published in accordance with applicable laws.
Shareholders in the Company as at close of trading on Oslo Børs on 7 February 2019 (as evidenced in the VPS shareholder register on 11 February 2019, being the "Record Date"), who may lawfully participate in the Rights Issue ("Eligible Shareholders"), will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the Rights Issue, meaning that the Company’s shares will be traded exclusive of the right to receive subscription rights from and including 8 February 2019 for trades subject to ordinary T+2 settlement in the VPS. Each Eligible Shareholder will be granted approximately 1.41 subscription right for each existing share registered as held by such existing shareholders in the VPS as of the Record Date. The number of subscription rights issued to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) new share in the Rights Issue. Over- subscription by holders of subscription rights and subscription for shares without subscription rights will be permitted. Further details of the terms of the Rights Issue will be described in the prospectus to be released in connection with commencement of the subscription period for the Rights Issue (see indicative timeline below).
The subscription period for the Rights Issue is contemplated to commence on 12 February 2019 and end at 16:30 CET on 26 February 2019. The subscription rights will be tradable and listed on Oslo Børs from 12 February 2019 to 22 February 2019. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.
The subscription price per new share in the Rights Issue is NOK 7.00 per share. The subscription price corresponds to a discount of approximately 54.2 per cent to the implied Theoretical Ex-Rights Price of NOK 15.28 based on Cxense's closing share price on 16 February 2019 of NOK 27.00 per share. Following completion of the Rights Issue, the share capital of Cxense will be NOK 109,732,595 consisting of 21,946,519 shares, each with a nominal value of NOK 5.00. The Rights Issue will result in gross proceeds to Cxense of NOK 90 million.
Below is an indicative time table for the Rights Issue:
7 February 2019: EGM to resolve the Rights Issue
7 February 2019: Last day of trading in Cxense shares inclusive subscription rights
8 February 2019: Cxense shares trade excluding rights to participate in the Rights Issue
11 February 2019: Record date for determining the right to receive subscription rights, at which date the VPS shareholders register for trades with ordinary settlement in VPS (T+2) will show shareholders of the Company as per the end of trading on 7 February 2019.
On or about 12 February 2019: Publication of prospectus and first day of subscription period for the Rights Issue
On or about 22 February 2019: Last day of trading in the subscription rights
On or about 26 February 2019: Last day of subscription period for the Rights Issue
On or about 26 February 2019: Allocation of new shares
On or about 28 February 2019: Payment for new shares
On or about 28 February 2019: Registration of share capital increase in the Norwegian Register of Business Enterprises
Arctic Securities is acting as Bookrunner in connection with the Rights Issue. Aabø-Evensen & Co Advokatfirma AS is acting as the Company's legal advisor in connection with the Rights Issue.
Webcast
Cxense will hold a live webcast today at 13:30 CET related to the proposed Rights Issue. To join the webcast please follow the link: https://attendee.gotowebinar.com/register/8444047387361128971. The presentation will be held in English and there will be a Q&A session at the end of the webcast. The Presentation is attached to this notice.
Investor Relations contact:
Jørgen Evjen, Chief Financial Officer
Email: jorgen.evjen@cxense.com
Mobile: +47 928 04 014
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
About Cxense
Cxense helps publishers and marketers across the globe to transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, gives companies unprecedented insight into their individual customers, and enables them to action this insight in real-time in all marketing and sales channels. Cxense Conversion Engine empowers publishers to monetize insight into their audience's behaviour and preferences in order to increase subscription revenues. Cxense works with brands such as The Wall Street Journal, Mediahuis, Aeon, Grupo Clarin, NBC Universal, The Mainichi Newspapers, Singapore Press Holdings and many more. Cxense is headquartered in Norway with offices worldwide. The company is listed on the Oslo Stock Exchange with the ticker 'CXENSE.' Visit www.cxense.com for more information.
Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein.
The information in this announcement is for information purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
A prospectus approved by the competent authority in Norway is expected to be published by the Company before the Rights Issue commences (if and when made) and, if and when published, can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
Restrictions
Neither this announcement nor any copy of it may be made or transmitted directly or indirectly into the United States, Australia, Canada, Japan, Hong Kong or South Africa or any other jurisdiction where to do so would be unlawful. The Rights Issue (if made) and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not in itself constitute, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates in any jurisdiction. The Rights Issue will (if and when made) not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Further information regarding restrictions applicable for the Rights Issue will be set out in the prospectus prepared for the Rights Issue.