DonkeyRepublic Holding A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL

This announcement does not constitute an offering circular, prospectus or other offer documents. No one should purchase or subscribe for any securities in DonkeyRepublic Holding A/S ("Donkey Republic" or the "Company") except on the basis of information in the Company Description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark ("First North"), which is available on the Company's website.

Company Announcement No. 1 - 2021

Copenhagen, April 27, 2021

Donkey Republic has applied for admission to trading on Nasdaq First North Growth Market Denmark and offers a minimum of 1,543,210 new shares (“Minimum Offering”) and a maximum of 2,160,494 new shares (“Maximum Offering”) of nominally DKK 0.10 each (the "Offering") and a fully pre-subscribed private placement of 4,629,630 new shares (the “Private Placement”) (shares offered in the Offering and issued in the Private Placement referred to as “Offer Shares”), having a nominal value of DKK 0.10 at a fixed offer price (“Offer Price”) of DKK 16.20 each. Donkey Republic has published a company description (the "Company Description") in connection with the Offering and admission to trading on First North, which is available on the Company's website.

ABOUT DONKEY REPUBLIC
 
Donkey Republic is a leading provider of end-to-end bike-sharing solutions. The Company is expanding across Europe and as of Q1 2021 it operates +10,100 bikes in 15 cities as Mobility-as-a-Service (“MaaS”) provider as well as licenses its platform as Software-as-a-Service (“SaaS”) to partners operating +2,700 bikes across +60 cities. Based on its proprietary software at the core, Donkey Republic offers cities and local partners a fully integrated turn-key solution, including software critical to all stakeholders, bikes, operations, and support services. Donkey Republic taps into megatrends such as sustainability, sharing economy, and urbanisation, and has a vision of making city life better for everyone with affordable and responsible bike-sharing.

REASONS FOR THE OFFERING AND USE OF PROCEEDS

Donkey Republic is expected to continue its growth journey with a clear strategy ahead and requires capital to ensure that Donkey Republic can make the right investments and thus grow the business and reach profitability according to its business plan.Donkey Republic intends to list on Nasdaq First North Growth Market to raise capital to finance the current operations of the Company as well as to execute its ambitious growth plan which encompasses among other things software and hardware development, fleet financing, and immediate deficit covering in the short term.
  

FINANCIAL EXPECTATIONS

Donkey Republic has experienced extensive growth since the foundation in 2014, reaching DKK 32.6 m in revenue for 2019 until the COVID-19 hit. The activity level is still impacted by the consequences of Covid-19 and only a partly recovery is expected during 2021. Donkey Republic has continued to win contracts over the last year, but rider revenue per bike is expected to remain at low levels. Donkey Republic expects to grow revenues in 2021 compared to 2020.Going forward, the growth is expected to be driven by an increase in the MaaS and SaaS fleets with total fleet size expected to grow from just below 13,000 in 2020 to above 50,000 in 2024. In 2024, the target of Donkey Republic is to run an affordable and sustainable European centric bike-share business at scale with high single digit EBIT margin.
 

SUMMARY OF THE OFFERING

• The Offering consists of minimum 1,543,210 new shares and maximum 2,160,494 new shares.

• The Offer Price is fixed at DKK 16.20 per share having a nominal value of DKK 0.10.
• The pre-money valuation of Donkey Republic before the Offering is approx. DKK 128 million, excluding conversion of warrants.
• The offer period runs from April 28, 2021, 9:00 CEST, to May 12, 2021, 16:00 CEST and the first trading date is expected to be May 25, 2021.
• The Company’s existing share capital constitutes 7,938,775 Shares at a nominal value of DKK 0.10 each.
• The Private Placement is fully pre-subscribed by 16 investors and consist of 4,629,630 new shares at an Offer Price of DKK 16.20. The total value of the pre-subscriptions in the Private Placement is DKK 75m.
• The expected gross proceeds for the Company from the Offering are DKK 25m at the Minimum
  Offering and DKK 35m at the Maximum Offering.
• The expected total gross proceeds for the Company from the Offering and the Private Placement (including conversion of debt for a total of DKK 1.8m) are DKK 100m at the Minimum Offering and DKK 110m at the Maximum Offering.
• Existing shareholders are not selling shares in the Offering. The Company’s Major Shareholders holding a total of 5,401,743 shares at a total value of DKK 87,508,236.60, have entered into lock-up agreements regarding their holding of Existing Shares to be applied from the first day of trading in the Company’s Shares and for a period of 12 months after which time the lock-up obligation will be released in five instalments of 20% each 12, 15, 18, 21, and 24 months after the first day of trading.
• The Company’s Founders and the Management Team, holding a total of 2,346,700 shares at a total value of DKK 38,016,540.00, have entered into lock-up agreements regarding their holding of Existing Shares and any new Shares subscribed through exercise of existing warrants to be applied from the first day of trading in the Company’s Shares and for a period of 12 months after which time the lock-up obligation will be released in three instalments: 20% after 12 months, 40% after 24 months and the remaining 40% 36 months after the first day of trading.
• The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place. The Offering may be withdrawn if there are insufficient subscribers for the Minimum Offering.

SUBMISSION OF SUBSCRIPTION ORDERS

Applications to subscribe for Offer Shares in the Offering should be made by submitting the application form

enclosed in this Company Description to the investor’s own account-holding bank or through Nordnet during
the Offer Period. Only one application will be accepted from each account in VP Securities.

The application form is available on the Company’s website and included in in the Company Description also available on the Company’s website.

The minimum subscription is 250 Offer Shares corresponding to DKK 4,050 per subscription order.

Publication of the results of the offer is expected to take place on May 18, 2021.


COMPANY DESCRIPTION

The Company Description containing further information about Donkey Republic and is available on Donkey
Republic’s website www.invest.donkey.bike. The Company Description is also available as an attachment at the bottom of this announcement.

ISIN CODE AND SYMBOL

The Offer Shares are issued by DonkeyRepublic Holding A/S and are Ordinary Shares.

Temporary ISIN is DK0061540853 to be used for application to subscribe for Offer Shares. The temporary
ISIN will not be applied for trading on Nasdaq First North Growth Market Denmark but will only be registered
in VP Securities for the purpose of subscribing for Offer Shares.

The Permanent ISIN is DK0061540770 and is to be traded under the ticker “DONKEY”.

ADMISSION TO TRADING

Donkey Republic has applied for admission to trading for all Shares on Nasdaq First North Growth Market
Denmark subject to meeting all admission requirements of Nasdaq First North Growth Market Denmark. The first trading day is expected to be May 25, 2021.

PLACEMENT

Clearwater International acts as financial adviser and Certified Adviser in connection with the offering. Jyske
Bank A/S acts as a settlement and issuing agent. Nordnet acts as selling agent in Denmark.

CONTACT INFORMATION

DonkeyRepublic Holding A/S
Erdem Ovacik, CEO
Christians IX’s Gade 7
DK-1111 Copenhagen K
+45 26 37 29 96
www.donkey.bike 
Mail: investor@donkeyrepublic.com 
Investor website: www.invest.donkey.bike 

Financial and Certified Adviser:
Clearwater International
Andreas Lauth Lauridsen
Dalgas Avenue 48
DK-8000 Aarhus C
+45 27 28 78 39
www.clearwaterinternational.com/dk

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by DonkeyRepublic Holding A/S ("the Company") in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan. This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark ("First North"), which is available on the Company's website. Neither the existing shares of DonkeyRepublic Holding A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (“Securities Act”). Neither the existing shares nor the Offer Shares may be offered or DonkeyRepublic Holding A/S sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations. Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.