Nepa has carried out a directed share issue of 714,835 shares, raising proceeds of SEK 39.3 million

THE INFORMATION IN THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT COMPLY WITH OR REQUIRE REGISTRATION UNDER APPLICABLE LAWS AND REGULATIONS.

Press release

Stockholm, 12 December 2018

Nepa has carried out a directed share issue of 714,835 shares, raising proceeds of SEK 39.3 million

Nepa AB (publ) (“Nepa” or the “Company”) has, based on the authorization granted by the annual general meeting on 31 May 2018, resolved to carry out a directed share issue of 714,835 shares at a subscription price of SEK 55 per share in cash. The subscription price has been established by the Company’s board of directors, in collaboration with Handelsbanken Capital Markets, based on the considered interest to invest shown by institutional investors and the board of directors’ therefore assess that the subscription price is in accordance with market conditions. The Company will receive proceeds of SEK 39.3 million before transaction cost for the directed share issue.

Subscribers in the directed share issue are the institutional investors AMF Fonder, Elementa, Enter Fonder AB, Grenspecialisten Förvaltning AB, Handelsbanken Fonder AB, Humle Småbolagsfond and Swedbank Robur Fonder.

The reasons for the deviation from the shareholders’ preferential rights is to diversify the shareholder base among institutional investors and at the same time carry out the capital raising in a time and cost-effective manner. The directed share issue increases the Company’s financial flexibility and the proceeds will primarily be used to finance the Company’s continued growth efforts with focus on the ongoing growth initiatives in the United States and the United Kingdom. Nepa has had a strong momentum in the UK market during the first three quarters of 2018 with a gross profit growth of 172 percent and today the Company is profitable in this market. The Company’s platform and product offering have been adapted to the US market and Nepa now intends to focus on further growth in the United States through investments within marketing and sales aimed at strengthening the Company's brand and position in this market.

As a result of the directed share issue, the number of shares and votes in the Company will increase with 714,835 from 7,148,351 to 7,863,186. The share capital will increase with SEK 142,967.00 from SEK 1,429,670.20 to SEK 1,572,637.20. The directed share issue entails a dilution effect for existing shareholders of approximately 9.1 percent based on the total number of shares and votes in Nepa after the directed share issue.

In order to facilitate the delivery of shares in the directed share issue, the Company’s main owner, Ulrich Boyer, will lend 714,835 shares to Handelsbanken Capital Markets. The lent shares will be returned after the directed share issue has been registered with the Swedish Companies Registration Office.

In connection with the directed share issue, the Company has agreed with Handelsbanken Capital Markets not to issue additional shares during a period of 180 days. Certain customary exemptions under the agreement apply after consultation with Handelsbanken Capital Markets. In addition, Ulrich Boyer, Fredrik Östgren, P-O Westerlund, Niclas Öhman and Hans Skruvfors has agreed not to sell their respective shareholdings during a lock-up period of 180 days.

Handelsbanken Capital Markets has been appointed as Sole Lead Manager and Bookrunner and Advokatfirman Lindahl acts as legal advisor in the directed share issue.

Contact Information:

Fredrik Östgren
CEO
Maria Skolgata 83 118 53
Stockholm, Sweden
+46 733 345 069
fredrik.ostgren@nepa.com

P-O Westerlund
Deputy CEO, CFO
Maria Skolgata 83 118 53
Stockholm, Sweden
+46 706 404 824
p-o.westerlund@nepa.com

This information is such information that Nepa AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the above stated contact persons on 12 December 2018 at 08:00 CET.

About Nepa

Headquartered in Stockholm and with local presence in Helsinki, Oslo, Copenhagen, London, Mumbai, New York, Miami, Cincinnati and Denver, we help some of the world's most reputable brands in more than 50 countries to optimize customer experience investments and get more effect out of their marketing and sales. Nepa has been awarded DI Gasell's award for organic fast-growing companies in 6 of 7 years since 2011. The company is publicly traded at the Nasdaq First North Stockholm stock exchange since 2016. Erik Penser Bank is Nepa’s Certified Adviser.

Important information

The release, publication or distribution of this press release may in certain jurisdictions be subject to restriction by law, and persons in the jurisdictions where this press release has been published or distributed should ascertain and comply with such legal restrictions. This press release does not contain or constitute a solicitation or offer to acquire or subscribe for any securities in Nepa in any jurisdiction.

This press release does not constitute an offer to purchase securities in the United States. The securities referred to herein may not be sold in the United States without registration under the US Securities Act of 1933, as amended, or without reliance upon an exemption from such registration. The information in this press release may not be announced, published or distributed, directly or indirectly, in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, or in any other jurisdiction where the release, publication or distribution of the information would not comply with applicable laws and regulations.

This press release is not a prospectus. Nepa has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus or other offering document has been or will be prepared in connection with the directed share issue.

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About Us

Headquartered in Stockholm and with local presence in Helsinki, Oslo, Copenhagen, London, Mumbai, New York, Miami and Denver, we help some of the world's most reputable brands in more than 50 countries to optimize customer experience investments and get more effect out of their marketing and sales. Nepa has been awarded DI Gasell's award for organic fast-growing companies in 6 of 7 years since 2011. The company is publicly traded at the Nasdaq First North Stockholm stock exchange since 2016. Erik Penser Bank is Nepa’s Certified Adviser.