TalkPool’s offering in connection with its listing successfully completed – trading starts on May 24 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

TalkPool AG (“TalkPool” or the “Group”) today announces the outcome for its private placement of shares in connection with its listing on Nasdaq First North, Stockholm (the “Offering”). The Offering attracted strong interest among investors and was subscribed to a total of SEK 100 million. Following the completed offering TalkPool has been approved for trading on Nasdaq First North Stockholm, trading will commence on May 24 with the ticker “TALK”.

The Offering in brief:

• The Offering consisted of an offering to the general public in Sweden as well as to institutional investors in Sweden and internationally, with a price of the Offering of SEK 22 per share.
• The Offering comprised up to 570,000 newly issued shares out of which 113,600 shares constituted an over-allotment option.
• The newly issued shares comprised 21 percent of the outstanding shares after the Offering.
• The Offering raised proceeds of approximately SEK 10.0 million and the over-allotment option raised proceeds of approximately SEK 2.5 million, in total SEK 12.5 million before transaction costs.
• Approximately 800 investors have been allotted shares in TalkPool.
• Trading on Nasdaq First North Stockholm will commence on 24 May 2016 with the ticker “TALK”.
• Day of settlement for the Offering is 23 May, 2016.

Erik Strömstedt, CEO comments:
The raised proceeds and the listing will play an important part of our strategic development going forward. TalkPool has entered 2016 with a strong tailwind and a significant order backlog. This capitalization will strengthen our ability to gain further market share within IoT and further expand our joint venture and franchising offer – the Global Partnership Model. As important, the listing will support our efforts in recruiting more talents to the company.

Magnus Sparrholm, Chairman and founder comments:
The listing of TalkPool is certainly an important milestone for the company and will strengthen our platform for growth, both organically and through acquisitions. The board and owners are proud of the great support from investors. We look forward to a continued great journey for Talkpool as a long-term service partner to many of the world's leading telecom network suppliers and operators and the exceptional potential in the recently entered IoT-market.
 

Indicative timetable

Talkpool in brief
TalkPool is an independent specialist designing, implementing and maintaining mobile and fixed line telecom networks as well as networks and product solutions for the growing Internet of Things (IoT) market. TalkPool currently has operations in close to 15 countries on three continents with around 220 employees. The Group has been self-financed since the start in 2000 and had a turnover of EUR 10.4 million in 2015, representing an average annual growth of 20 percent since start. The Group’s order book for 2016 and 2017 is EUR 9.3 million, out of which EUR 0.5 million relates to orders in the IoT-segment.

For further information, please visit www.talkpool.com or contact:
Erik Strömstedt, CEO, tel: +41 81 250 20 20

Advisers
In connection with the Offering, Remium Nordic AB is the financial adviser to TalkPool, EY Law AB is the legal adviser to TalkPool and Aktieinvest FK AB is the issuing agent. Ernst & Young Ltd. (Switzerland) is legal adviser to TalkPool as to Swiss law. Nordnet AB is the retail distribution agent in connection with the Offering. Remium Nordic AB will be TalkPool’s Certified Adviser on Nasdaq First North.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or any other measures. 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”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. TalkPool does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any offering of securities will be made pursuant to applicable exemptions in the Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) and the Directive 2003/71/EC (such Directive, together with any amendments thereto and any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”). Any such offering will be made by means of an information memorandum prepared by TalkPool. Such information memorandum contains detailed information about TalkPool and its management, as well as financial statements. The information memorandum constitutes an issue prospectus pursuant to art. 652a of the Swiss Code of Obligations. TalkPool assumes the responsibility for the content of the issue prospectus and declares that, to its knowledge, the information contained therein is true and correct and no material facts have been omitted. However, the information memorandum does not constitute a prospectus for the purposes of the Prospectus Directive. No prospectus has been or will be prepared by TalkPool in relation to the Offering pursuant to the Prospectus Directive and approved by the Financial Supervisory Authority of Sweden (Sw. Finansinspektionen). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned information memorandum which is available on TalkPool’s website (www.talkpool.com).

Within such Member States of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of securities requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the securities may only be offered in Relevant Member States to a qualified investor (as defined in the Prospectus Directive or under applicable law) or pursuant to another applicable exemption in the Financial Instruments Trading Act and the Prospectus Directive. For the purposes hereof, the expression an “offer to the public of securities” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State.

Remium is acting for TalkPool and no one else in connection with the Offering and will not be responsible to anyone other than TalkPool for providing the protections afforded to its clients or for providing advice in relation to the Offering and/or any other matter referred to in this announcement. Remium accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Remium, or on its behalf, in connection with TalkPool and the Offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Remium accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

Matters discussed in this announcement may constitute forward-looking statements. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although TalkPool 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 release 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.

Taggar: