Cxense ASA - Final terms of announced Subsequent Offering – Change of date for presentation of Q3 2015 results
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
Oslo 20 October 2015
Reference is made to the stock exchange notice by Cxense ASA (the “Company”) on 12 October 2015 regarding the minutes from an extraordinary general meeting held on 12 October 2015 (the "EGM"), in which the Board of Directors was granted an authorization to resolve whether or not to proceed with a subsequent offering of shares in the Company (the "Subsequent Offering") announced in a stock exchange notice dated 7 September 2015, including the final size and terms of such a Subsequent Offering.
The Board of Directors has resolved to proceed with the Subsequent Offering and offer of up to 150,000 Offer Shares, at a subscription price of NOK 100 per share (being equal to the subscription price in the private placement completed on 8 September 2015 (the "Private Placement").
The Subsequent Offering will be directed towards the shareholders in the Company as of 7 September 2015 (as registered in the Norwegian Central Securities Depository (VPS) on 9 September 2015 (the "Record Date")), who were not given the opportunity to subscribe for shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or (other than Norway) would require any filing, registration or similar action ("Eligible Shareholders").
Each Eligible Shareholder will be granted 0.08311 non-transferable subscription rights for every share owned in the Company as of the Record Date. Each subscription right gives the shareholder the preferential right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscriptions and subscriptions without subscription rights will be allowed, however, there can be no assurances that Offer Shares will be allocated based on such subscriptions.
For every two (2) Offer Shares subscribed for and allocated in the Subsequent Offering, one (1) warrant will be attached and issued to such subscriber. The warrants will be issued free of charge. Each warrant would entitle the holder to demand the issuance of one (1) share in the Company. The warrant will have a term expiring on 12 November 2016; however, it may not be exercised until the one-year anniversary of the resolution passed by the EGM and then only so long as the holder, during such one-year period, has not sold or otherwise disposed over
the Offer Shares to which the warrant is attached. The warrants will be exercisable at an exercise price per share of NOK 130. The warrants are non-transferable.
The subscription period for the Subsequent Offering will commence on 22 October 2015 and end on 5 November 2015 at 16:30 CET. The Company is in the process of preparing a prospectus (the "Prospectus") relating to the Subsequent Offering that shall be approved by the Financial Supervisory Authority of Norway. In the event that the Prospectus has not been approved by end of 21 October 2015, the subscription period will commence on the first trading day on Oslo Axess following such approval and end at 16:30 CET 14 days later.
Subscription rights not used to subscribe for Offer Shares during the subscription period will have no value after the end of the subscription period, and will lapse without compensation to the holder.
Arctic Securities AS has been engaged as manager in connection with the Private Placement and the Subsequent Offering. Aabø-Evensen & Co Advokatfirma AS has acted as legal advisor to the manager.
As a result of the above, the Company has decided to change the date for the presentation of its Q3 2015 results from Wednesday 13 November 2015 to Wednesday 20 November 2015, at 08:30 am CET. This is done in order to avoid the risk of being obliged to prepare a supplement to the Prospectus for the purpose of the Q3 results in the event the Offer Shares have not been issued and listed on the Oslo Axess by 13 November 2015, as has been the previously announced date for the Company's presentation of its Q3 2015 results.
Cxense enables the world’s leading media, e-commerce and consumer brands to- take control of their audience data to deliver more engaging and personalized user experiences. Businesses using Cxense's advanced real-time analytics, data management (DMP), advertising, search and personalization technology gain more engaged users, increased digital revenue and higher sales conversions. Cxense is headquartered in Oslo, Norway, with offices worldwide.
Customers include Condé Nast, Dow Jones/Wall Street Journal, Gannett, Globo, Grupo Clarin, Singapore Press Holdings, South China Morning Post, AEON, DMM, Rakuten, Naspers, Bonnier, El País, The Guardian, Schibsted, and many more. For more information: www.cxense.com, Twitter: @Cxense. Cxense is listed on Oslo Axess with the ticker “CXENSE”.
Investor Relations Contact:
Jørgen M. Loeng
Chief Financial Officer
Mobile: +47 906 60 062