Impero 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 Impero A/S ("Impero" 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, March 26, 2021
Impero has applied for admission to trading on Nasdaq First North Growth Market Denmark and offers 4,123,711 new shares (the "Offer Shares") of nominally DKK 0.10 each (the "Offering"). Impero has published a company description (the "Company Description") in connection with the Offering, which is available on the Company's website.
REASONS FOR THE OFFERING AND USE OF PROCEEDS
Impero A/S intends to list on Nasdaq First North Growth Market to raise capital to accelerate the Company’s international growth journey. Supported by a strong product-market-fit, a scalable platform, proven go-to-market strategy, strong product development roadmap, and impressive international track-record, Impero will seek to grow its position in Northwestern Europe, and from here, continue the growth journey into new global markets. With the proceeds from the Offering, Impero aims to focus on building its sales and delivery teams, establishing more local presence in key markets, and continue improving and developing the platform.
Impero has historically generated high growth rates and grew its annual recurring revenue (ARR) with 68% from 2019 to 12.6M DKK in 2020. With the proceeds from the Offering, the Company will continue to invest in growth and expects to grow ARR with 50% in 2021 – and continue annual ARR growth rates of about 50% towards 2023.
Impero is a Danish Software-as-a-Service (SaaS) company that provides a compliance management platform. The Impero platform enables companies to easily manage compliance through automation of risk and control management, documentation, and reporting. Impero empowers companies to become more compliant in a scalable, digital, intuitive, and - most importantly – easy way.
Impero has a proven platform with an international reach. In 2020, the Company reached two significant milestones with customers headquartered in 10 countries and users in more than 100 countries worldwide. Currently, Impero serves 1/3 of all OMX C25 companies in Denmark, 3 of the 5 largest listed companies in Germany, and 9 of the Company’s customers are Fortune2000 companies.
SUMMARY OF THE OFFERING
The expected gross proceeds for the Company are DKK 40 million before transaction costs.
- The Offering consists of 4,123,711 new Offer Shares of nominally DKK 0.10 each.
- The offer price is DKK 9.70 per share of nominally DKK 0.10.
- The pre-money valuation of Impero before the Offering is approx. DKK 155 million.
- The offer period runs from March 26, 2021, 9:00 a.m. CET, to April 13, 2021, 23:59 p.m. CET.
- Publication of the result of the Offering is expected to take place on April 15, 2021 and the first trading day is expected to be April 22, 2021.
- The number of existing shares of nominally DKK 0.10 before the issuance of the Offer Shares is 14,025,190.
- 59.82% of the offer of DKK 40 million has been pre-subscribed before the offer period opens.
- No existing shareholders sell shares in the Offering. All existing shareholders are subject to a 12-month lock-up period. After the expiry of the lock-up obligation, existing shares are released from the lock-up obligation. For major shareholders, the Management Team, and the members of the Board of Directors, the shares are released in five instalments of equal size. The remaining minority shareholders’ shares will all be released when the lock-up obligation expires.
- The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place.
SUBMISSION OF SUBSCRIPTION ORDERS
The Offer Shares can be subscribed for by submitting an electronic subscription order via the investor's own account-holding bank or by submitting a subscription form to the investor's own account-holding bank. The subscription form is available on the Company’s website and included in the Company Description also available on the Company's website. The minimum subscription is 400 Offer Shares corresponding to DKK 3,880 per subscription order.
Publication of the results of the offer is expected to take place on April 15, 2021.
The Company Description containing further information on Impero, investor brochure, and one-pager are available on Impero’s website www.impero.com/investors/. The Company Description is also available as a link at the bottom of this announcement.
ISIN CODE AND SYMBOL
The Company has one share class.
The Offer Shares will be delivered electronically against payment under temporary ISIN code DK0061534294 to investors’ accounts with VP Securities A/S.
The temporary ISIN will not be admitted to trading on Nasdaq First North Growth Market Denmark. The temporary ISIN code will be merged with the permanent ISIN code, DK0061536745, which is expected on April 23, 2021. The shares of Impero will be traded under the ticker symbol "IMPERO".
ADMISSION TO TRADING
The Offer Shares and the existing shares of Impero are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the Offering and fulfillment of Nasdaq First North Growth Market's requirements for shareholder distribution and free float. The first trading day for the shares on Nasdaq First North Growth Market Denmark is expected to be April 22, 2021.
Grant Thornton acts as financial adviser and Certified Adviser in connection with the offering. Nordea Danmark, filial af Nordea Bank Abp, Finland acts as a settlement and issuing agent. Nordnet acts as selling agent in Denmark.
Rikke Stampe Skov, CEO
Mobile (+45) 25 88 41 02
Klamsagervej 27, 2., 8230 Åbyhøj, Denmark
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45 2100 Copenhagen Ø Denmark
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Impero A/S 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 Impero A/S 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 Impero 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 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.