Offering of new shares in Impero A/S was successfully completed – the Offering was oversubscribed by 324%

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. 3-2021

Copenhagen, April 15, 2021

Today, Impero A/S announces the result 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 March 26, 2021 and the Company Description published on March 26, 2021.

As planned, the offer period closed on April 13, 2021, 11:59pm (CET). The Company’s offer of 4,123,711 shares at an offer price of 9.70 DKK per share was fully subscribed. With the proceeds from the Offering, Impero will seek to grow its position in Northwestern Europe, and from here, continue the growth journey into new global markets. 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. 

In addition to the 2,466,955 shares that were allocated to investors in the pre-subscription, the Company received 2,823 orders for a total of 15,018,935 shares in connection with the public offering. Thus, the Company received orders for a total of 17,485,930 shares equal to an oversubscription of the total Offering of 324%.  

The first day of trading at Nasdaq First North Growth Market Denmark is expected to be April 22, 2021 under the ticker “IMPERO” under permanent ISIN DK0061536828.

Impero’s CEO, Rikke Stampe Skov states about the offer period: “We are very pleased with the result of the offering and humbled by the trust that investors have shown in us as well as their support of our mission of creating transparency. We are appreciative of the responsibility we have toward our stakeholders and our continued focus will be on delivering positive development fueled by the proceeds from the offering. The result of the offering will allow us to accelerate the strengthening of our international foothold and carry on in our quest of becoming a de facto compliance standard.”

Chairman of the Board, Jørgen Bardenfleth states about the offer: “We are happy that we now can further support our growth strategy thanks to the confidence shown in us by our new investors. Impero has a strong solution to the tasks many companies and organizations face in Governance, Risk and Compliance as well as an understanding of these companies’ wish to be in compliance. The capital raised enables the company to continue its mission of creating trust and transparency for our customers on a broader geographic scale.”

SUMMARY OF THE OFFERING

• As a result of the Offering, Impero issues 4,123,711 shares of nominally DKK 0.10 each at a share price of DKK 9.70 per share.
• The gross proceeds for the Company are DKK 39,999,996.7 before transaction costs.
• Shares have been allocated to a total of 2,823 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 20.9% of the share capital after the completion of the Offering.
• All subscription orders have been allocated 10.325% of the requested allocation, except for four employees of the Company with orders above DKK 250,000, where individual allocations have been made.
• The investors that pre-subscribed for 2,466,995 shares before the publication of the Company Description have all been allocated full subscription of shares.
• After completion of the Offering, the share capital of the Company will be increased from nominally DKK 1,402,519 distributed on 14,025,190 shares of DKK 0.1 to nominally DKK 1,814,890.1 distributed on 18,148,901 shares.
• Registration of the capital increase at the Danish Business Authority (in Danish: Erhvervsstyrelsen) is expected to take place on April 19, 2021.
• 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 DK0061536828, is expected on April 22, 2021. The temporary ISIN code, DK0061536745, is expected to be merged with the permanent ISIN code, DK0061536828, following and subject to settlement of the Offering and registration of the capital increase with the Danish Business Authority.

FOR FURTHER INFORMATION

Impero A/S

Rikke Stampe Skov, CEO

Mobile (+45) 25 88 41 02

Email rss@impero.com

Impero A/S

Klamsagervej 27, 2., 8230 Åbyhøj, Denmark

Certified Advisor

Grant Thornton

Jesper Skaarup Vestergaard

Mobile (+45) 31 79 90 00

Grant Thornton, Stockholmsgade 45, 2100 Copenhagen Ø, Denmark

ABOUT IMPERO

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.

IMPORTANT INFORMATION

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.