Induct – Completion of private placement of NOK 2.5 million – call for extraordinary general meeting – primary insider notification
Reference is made to the stock exchange notice made by Induct AS ("Induct" or the "Company") on 2 November 2018 regarding a future cash need and a contemplated private placement with gross proceeds of minimum NOK 2.5 million.
The board of directors of the Company (the "Board") has now resolved a private placement of NOK 2.5 million towards certain existing major shareholders, employees and directors (the "Private Placement"). The Private Placement implies issuance of 500,000 new shares, each with a par value of NOK 0.10, at a subscription price of NOK 5 per new share.
The proceeds from the Private Placement will be used for working capital purposes, as the Company no longer has access to capital from its convertible loan facility with Alpha Blue Ocean.
Completion of the Private Placement is subject to all payments for share deposits being made and due registration of the pertaining share capital increase in the Norwegian Register of Business Enterprises.
The new shares to be issued in the Private Placement will be issued and delivered to the investors as soon as reasonably possible following registration of the pertaining share capital increase in the Norwegian Register of Business Enterprises, expected on or about 7 December 2018.
The Board has also decided to propose that the investors in the Private Placement shall receive one (1) warrant per share subscribed in the Private Placement. The issuance of such warrants will be discussed and voted over at an extraordinary general meeting, cf. below.
The subscription price in the Private Placement has been determined based on discussions with the subscribers in the Private Placement and taking into account the fact that each investor is expected to receive one warrant per new share subscribed in the Private Placement.
In the Private Placement, directors Hans Martin Nakkim (through Fiona Holding Ltd.) and Vibeke Hammer Madsen subscribed for 60,000 and 10,000 shares respectively, at the subscription price of NOK 5 per share. Following subscription of such shares, Hans Martin Nakkim holds a total of 210,000 shares in Induct and Vibeke Hammer Madsen holds a total of 10,000 shares.
The Private Placement constitutes a deviation from the preferential rights of the Company's shareholders. The Board considers that this deviation is justifiable as the Company will raise funds in a faster manner than through a rights issue, and with less completion risk. Other forms of financing has not been considered to be relevant at this time. Further, in order to limit dilutions for shareholders who were not offered to participate in the Private Placement, the Board will propose that the Company's general meeting resolves to carry out a repair issue (the "Repair Issue").
The Repair Issue will consist of an offer to subscribe for up to 656,350 new shares at a subscription price per share of NOK 5 (i.e. the same subscription price as in the Private Placement), and each Eligible Shareholder who subscribe for shares in the Repair Issue will also be granted warrants. The Repair Issue will be directed towards the Company's shareholders as of 28 November 2018, as registered in the Company's shareholder register in the VPS on 30 November 2018 (the "Record Date"), less (i) shareholders who were offered to participate in the Private Placement, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action (the "Eligible Shareholders").
Each Eligible Shareholder in the Repair Issue will receive approximately 0.0998 non-transferable subscription rights for each share registered as held by such Eligible Shareholder in the Company's shareholders register in the VPS as per the Record Date.
The existing shares in the Company will trade exclusive of the right to participate in the Repair Issue from and including 29 November 2018. A separate stock exchange announcement will be made to inform of relevant key dates for the Repair Issue.
Launch of the Repair Issue and issuance of warrants to investors in the Private Placement and the Repair Issue is subject to approval by the Company's extraordinary general meeting. The Board has therefore resolved to call for an extraordinary general meeting to be held on 20 November 2018 at 16.00 hours, in the offices of Advokatfirmaet CLP in Sommerrogata 13-15, 0255 Oslo. The notice for the extraordinary general meeting is attached to this stock exchange notice. A presentation regarding the Company that has been used towards the investors in the Private Placement is also enclosed to this stock exchange notice.
For further information, please contact:
Alf Martin Johansen, Chief Executive Officer
+47 90 17 94 35
Based on ten years of collaboration with more than 250 organizations, Induct offers collaborative communities, delivered as "Software as a Service," that enable organizations to digitalize and manage business processes. This also include create, manage, track and measure the innovation process from idea creation through to final implementation and impact reporting. Induct enables its customers to connect with each other in larger networks to share best practices, while deploying and monetizing initiatives - all within a secure, collaborative, and access-controlled cloud-based network.
Induct is listed on the Merkur Market list on the Oslo Stock Exchange with the ticker INDUCT-ME.