Knowit completes a directed share issue of 1,785,714 new shares, raising proceeds of approximately SEK 500 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The board of directors of Knowit Aktiebolag (publ) (”Knowit” or the ”Company”) has, as communicated in the Company’s press release earlier today, resolved to carry out a directed share issue of 1,785,714 new shares at a subscription price of SEK 280.0 per share. The subscription price per share represents a discount of approximately 3.9 percent compared to the closing price on 10 June 2021. Through the directed share issue, which was significantly oversubscribed, Knowit will receive proceeds amounting to approximately SEK 500 million before transaction costs.

The board of directors of Knowit has, based on the authorization granted by the extraordinary general meeting on 28 May 2021, and as communicated in the Company’s press release earlier today, resolved to carry out a directed share issue of 1,785,714 new shares to Swedish and International institutional investors (the “Directed Issue”). The Directed Issue was significantly oversubscribed and investors in the Directed Issue included Swedish and International institutional investors, including Formica Capital, the Company’s largest shareholder after completion of the acquisition of Cybercom, Cliens Kapitalförvaltning and Didner & Gerge. The transaction was carried out through an accelerated book building procedure by the Company’s financial advisor Nordea Bank Abp, filial i Sverige (“Nordea”).

Knowit’s CEO Per Wallentin comments:

”We are very pleased with the large interest from new and existing investors, and we see it as a vote of confidence in our growth strategy. Knowit is uniquely positioned to lead the digital transformation towards tomorrow’s sustainable business models, and through the acquisitions of Creuna and Cybercom we have strengthened our market position and further expanded our offer. The proceeds from today’s transaction creates the right conditions for profitable growth and continued selective acquisitions, and provides an increased financial flexibility reflecting our ambitions and financial targets.”

The subscription price in the Directed Issue was set to SEK 280.0 and has been determined through an accelerated book building procedure. Through the Directed Issue, Knowit will raise approximately SEK 500 million before transaction costs. The subscription price per share represents a discount of approximately 3.9 percent compared to the closing price on 10 June 2021 of SEK 291.5. The Directed Issue increases the number of outstanding shares in Knowit by 1,785,714 shares, from 19,862,003 shares to a total of 21,647,717 outstanding shares. The Directed Issue entails a dilution of approximately 8.2 percent in relation to the total number of shares and votes in the Company after the Directed Issue. In connection with the completion of the acquisition of Cybercom on 1 July 2021, the Company will, as previously communicated, conduct an issue in kind of 5,760,883 new shares. Including the issue in kind, the Directed Issue entails a dilution of approximately 6.5 per cent.

The proceeds from the Directed Issue will be used to increase financial flexibility to be able to take advantage of future business opportunities in line with the Company’s growth agenda. The reason for the deviation from the shareholders’ preferential rights is to in a time- and cost-effective manner raise capital at favourable conditions for Knowit’s continued expansion, while at the same time further diversifying the Company’s shareholder base with Swedish and international institutional investors.

The board of directors’ assessment is that the subscription price in the Directed Issue is in accordance with market conditions, since it was determined through an accelerated bookbuilding procedure.

In connection with the Directed Issue, the Company has undertaken, with certain exceptions, not to issue additional shares for a period of 180 calendar days.

Advisers

Nordea is acting as Sole Global Coordinator and Bookrunner and Setterwalls Advokatbyrå AB is legal adviser to Knowit in connection with the Directed Issue. Roschier Advokatbyrå AB is acting as legal adviser to Nordea in connection with the Directed Issue.
 

 

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any offer to the public of securities in any Member State of the EEA and no prospectus has been produced or will be produced in connection with the Directed Issue. In each EEA Member State, this notice is addressed only to "qualified investors" in that Member State as defined in the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Nordea. Nordea is acting exclusively for the Company in connection with the transaction and no one else. Nordea will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to underwrite, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct its own examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Knowit have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Knowit may decline and investors could lose all or part of their investment; the shares in Knowit offer no guaranteed income and no capital protection; and an investment in the shares in Knowit is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Knowit.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Knowit and determining appropriate distribution channels.

This information is information that Knowit AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of Per Wallentin, CEO, at 10 June 2021 at 23.45 CET.

For more information, please contact

Marie Björklund, CFO, +46 70 1449802 or marie.bjorklund@knowit.se

Per Wallentin, CEO Knowit, +46 73 746860 or per.wallentin@knowit.se

Christina Johansson, CCO Knowit AB, +46 70 5421734 or christina.johansson@knowit.se

About Knowit

Knowit AB (publ) is a consultancy firm that supports its clients in the digital transformation. The Company develops sustainable and innovative solutions that contribute to high business value for its clients. Knowit stands out among other consultancy firms through its decentralized organization and agile work methods in its client assignments. The operations are divided across three business areas: Solutions, Experience, and Insight, which offer services in tailored system development, digital customer experiences, and management consultancy. Competences from several business areas are often combined in the client projects. Knowit’s vision is to create a sustainable and humane society through digitalization and innovation. The Company was established in 1990 and now has around 2,600 employees in 15 locations in Sweden, five in Norway, and one each in Denmark, Finland, and Germany. Knowit AB (publ) is listed on Nasdaq Stockholm. For more information on Knowit, please visit knowit.se