DonkeyRepublic Holding A/S successfully completes total capital raise of up to DKK 110 million

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. 2 - 2021

Copenhagen, May 18, 2021

Today, DonkeyRepublic Holding A/S (“Donkey Republic” or the “Company”) announces the results of the Offering of shares in connection with the admission to trading of the Company’s shares on Nasdaq First North Growth Market Denmark cf. Company Announcement No. 1-2021 of April 27, 2021 and the Company Description published on April 27, 2021.

As planned, the Offer Period closed on May 12, 2021, 23:59 (CEST). The Company’s Offering of between 1,543,210 and 2,160,494 new shares at an Offer Price of DKK 16.20 per share was oversubscribed and hence the Company successfully received subscriptions for the Maximum Offering of DKK 35 million. Together with the Private Placement of DKK 75 million, Donkey Republic has thus raised DKK 110 million.

Erdem Ovacik, CEO of Donkey Republic comments:

“We are truly humbled and excited to announce that our IPO has thus far been a success. We reached our goal of raising DKK 110 million and look forward to continuing our ambitious growth plan. We will do our utmost to deliver on our 2024 business plan.”

Caroline Søeborg Ahlefeldt, Chairman of the Board at Donkey Republic comments:

“We want to thank everyone who has decided to join us on this next step of our journey and look forward to making cities more livable, together – one Donkey-ride at a time.”

In addition to the 84,876 shares that were allocated four investors pre-subscribing to the Offering and the up to 57,575 additional shares that were pre-subscribed for by AkademikerPension and LD Fonde in the Offering, the Company received 1,885 orders for a total of 3,086,999 shares in connection with the Offering. Thus, the Company received orders for a total of 3,229,450 shares equal to an oversubscription of 2.1x the Minimum Offering and 1.5x the Maximum Offering.

In addition to the Offering, 4,629,630 new shares were pre-subscribed for in the Private Placement at a price of DKK 16.20 per share corresponding to a capital raise of DKK 75 million.

During the Offer Period a total of 736,237 warrants have been exercised for subscription of 736,237 shares of nominally DKK 0.10 each by the Company’s former and existing employees, board members and management. 659,500 shares have been subscribed for at a subscription price of DKK 0.10 per share, 29,450 shares have been subscribed for at a subscription price of DKK 2.18 per share, 25,000 shares have been subscribed for at a subscription price of DKK 8.80 per share and the remaining 22,287 shares at a subscription price of DKK 13.68 per share. Shares from exercised warrants to board members and management will be subject to lock-up.

With the proceeds from the Offering and Private Placement, Donkey Republic will finance the current operations and execute its ambitious growth plan. This entails investing in the organization (business development and marketing), software development, fleet expansion, and hardware development. Lastly, the proceeds will go towards a capital buffer for large deals.

The first day of trading on Nasdaq First North Growth Market Denmark is expected to be May 25, 2021 under the ticker “DONKEY” under permanent ISIN DK0061540770.

SUMMARY OF THE OFFERING

• As a result of the Offering and Private Placement, Donkey Republic issues a total of 6,790,124 shares of nominally DKK 0.10 each at a share price of DKK 16.20 per share, including 2,160,494 shares from the Offering and 4,629,630 shares from the Private Placement.

• In connection with the Offering, 736,237 warrants have been exercised for subscription of 736,237 shares of nominally DKK 0.10 each by the Company’s former and existing employees, board members and management. 659,500 shares have been subscribed for at a subscription price of DKK 0.10 per share, 29,450 shares have been subscribed for at a subscription price of DKK 2.18 per share, 25,000 shares have been subscribed for at a subscription price of DKK 8.80 per share and the remaining 22,287 shares at a subscription price of DKK 13.68 per share.

• The gross proceeds for the Company are DKK 110 million (DKK 35 million for the Offering and DKK 75 million for the Private Placement, including DKK 1.8 million of debt conversions), excluding transaction costs and proceeds from exercised warrants.

• Shares have been allocated to a total of 1,885 investor depositaries, in addition to the shares allocated to the pre-subscribers.

• The ‘free float’, which is the percentage of the share capital held by public investors, constitutes 34.0% of the share capital after the completion of the Offering.

• All subscription orders in the Offering up to and including DKK 10,000 have been allocated 100% of the requested allocated. All subscription orders above DKK 10,000 up to and including DKK 250,000 have been allocated 37.34% of the requested allocation above DKK 10,000. For subscribers with orders above DKK 250,000 individual allocations have been made.

• After completion of the Offering and Private Placement, the share capital of the Company will be increased from nominally DKK 793.877.50 distributed on 7,938,775 shares of DKK 0.10 to nominally DKK 1,546,513.60 distributed on 15,465,136 shares.

• Registration of the capital increase with the Danish Business Authority (in Danish: Erhvervsstyrelsen) is expected to take place on May 20, 2021, subject to settlement of the Offering.

• Settlement of the Offering will take place by delivery of shares in the temporary ISIN code. The temporary ISIN code will not be admitted to trading on Nasdaq First North Growth Market Denmark but will only be registered in VP Securities. First day of trading on Nasdaq First North Growth Market Denmark in the permanent ISIN DK0061540770, is expected on May 25, 2021. The temporary ISIN code, DK0061540853, is expected to be merged with the permanent ISIN code, DK0061540770, following and subject to settlement of the Offering and registration of the capital increase with the Danish Business Authority.
   

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 sharesof 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 statementsin 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 thatcould 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.

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
Dampfærgevej 8, 1. floor
DK-2100 Copenhagen
certified.adviser@cwicf.com
www.clearwaterinternational.com/dk

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.