Mercell Holding - Successful completion of private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Oslo, Norway, 1 June 2021

Reference is made to the stock exchange announcement by Mercell Holding ASA (“Mercell” or the "Company") earlier today, regarding the contemplated private placement of new shares in the Company generating gross proceeds of approximately NOK 400 million (the “Offer Shares”) (the "Private Placement").

The Company is pleased to announce that the Private Placement has been successfully completed, raising NOK 400 million in gross proceeds to the Company through allocation of 46,242,775 new shares at an offer price of NOK 8.65 per share. The Private Placement took place through an accelerated bookbuilding managed by ABG Sundal Collier ASA and Pareto Securities AS (the ‘Managers’) as Joint Bookrunners. The Private Placement attracted strong interest from existing shareholders in the Company and high quality institutional investors.

In addition, the Company has announced that it intends to conduct a pre-committed tap issue of SEK 500 million of the existing SEK 1,100 million bond issue, which has a framework amount of SEK 2,000 million (the “Tap Issue”).

The Company intends to use the net proceeds from the Private Placement and the Tap Issue to partly fund the contemplated acquisition of Cloudia Oy.

Notification of allocation and payment instructions to investors who have been allocated Offer Shares is expected to be sent on 2 June 2021. The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement between the Company, Viking Venture 16 AS and Viking Venture 16B AS as share lenders and ABGSC (on behalf of the Joint Bookrunners), in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will thus be tradable from allocation.

The Managers will settle the share loan with a corresponding number of new shares in the Company which were resolved issued by the Company's Board of Directors on 1 June 2021 in accordance with the authorisation granted by the Company's annual general meeting held on 22 April 2021. The Company's share capital following the Private Placement will be NOK 100 424 648,60 divided into 502 123 243 shares, each with a nominal value of NOK 0.20.

In connection with the Private Placement Viking Venture16 AS, Viking Venture 16B AS, Viking Venture 16C AS, Viking Venture 16D AS, and the CEO and CFO of the Company have undertaken lock-up obligations towards the Managers for their shares for a period of 6 months subject to customary exceptions. 

Based on the fact (i) that the Private Placement was implemented in a manner designed to ensure that the Offer Shares were placed on market terms, (ii) that the Offer Price represents a limited discount to the closing price of the Company's shares on Euronext Growth on 1 June 2021 and (iii) that the Private Placement also based on its size has a limited dilutive effect, the board of directors has resolved not to implement a subsequent offering. The board of directors has in this respect maintained its conclusion that the Private Placement is in compliance with the applicable equal treatment rules.

Advisors

ABG Sundal Collier ASA and Pareto Securities AS are engaged as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Schjødt AS is acting as legal advisor to the Joint Bookrunners in connection with the Private Placement.

For further information please contact:

CFO Fredrik Eeg
Cell: +47 90 83 33 78
Email: freg@mercell.com

This is Mercell

Mercell is a leading digital platform for public eTendering and entered the eProcurement market in 2020. The company has approximately 3,000 buyers and some 26,000 suppliers as customers. Mercell's unique marketplace simplifies the tender and procurement process and makes it easy and secure for buyers to find relevant suppliers for their tenders and purchasing needs, and enables suppliers to find relevant business opportunities and receive and handle purchases from public and private buyers. Mercell delivers services to public and private buyers in 13 European countries with the goal of becoming the leading software-as-a-service (SaaS)-platform for eTendering and eProcurement in Europe. Through the acquisition of Negometrix in February 2021, Mercell also became market leader in the Netherlands and established a foothold in the US market.

Important notice:

This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.

This communication is only being distributed to and is only directed at persons in the United  Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue",  "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.

Actual events may differ significantly from any anticipated development due to a number of  factors, including without limitation, changes in investment levels and need for the Company's services, changes in the  general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation 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 announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accept any liability arising from the use of this announcement.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Fredrik Eeg, CFO at Mercell Holding ASA on 1 June 2021 at 22:35 CEST on behalf of the Company.