Nustay A/S: The subscription period in Nustay’s rights issue begins today

Today, on March 10th, 2020, begins the subscription period for Nustay A/S (“Nustay” or “the Company”) rights issue. The subscription period lasts until March 24th, 2020. A fully subscribed issue of units will initially provide Nustay with approximately DKK 27.3 million (before issue costs and conversion of debt to units). In addition, through the rights issue of units, further warrants are planned to be issued, which may add a total of approximately DKK 22.8 million to Nustay. The total issue from both the rights issue and the warrants thus amount to approximately DKK 50.1 million (before total issue costs of approximately DKK 5.1 million and conversion of debt of in total approximately DKK 5.8 million).

Nustay has received pre-subscription commitments of approximately DKK 13.3 million from its major shareholders, board members as well as external investors. The Company has also received underwriting commitments of approximately DKK 14 million. The pre-subscription commitments and underwriting commitments thus correspond to a total of 100 percent of the rights issue of units.

Prospectus, teaser and subscription forms are available through the websites of Nustay (investor.nustay.com) and Spotlight Stock Market (spotlightstockmarket.com). The documents are also available via Sedermera Fondkommission’s webpage (sedermera.se).

Summary of the offering:

Subscription period: March 10th, 2020 – March 24th, 2020.
Subscription price: DKK 4.5 per unit (corresponding to DKK 0.90 per share). The warrants are issued free of payment.
Issue volume: The offer comprises a maximum of 30,367,775 shares and a maximum of 18,220,665 warrants, corresponding to a capital injection of approximately DKK 27.3 million and DKK 22.8 million, respectively, before issuance costs and conversion of bridge loans to units. If the issue is fully subscribed and all associated warrants are exercised, Nustay will receive a capital injection totaling approximately DKK 50.1 million before issuance costs and including conversion of bridge loans to units.
Record date: The record date for obtaining pre-emptive subscription rights was March 9th, 2020 at 17:59 CET. The last day for trading in the share including pre-emptive right to receive pre-emptive subscription rights was March 5th, 2020. The first day of trading in the share excluding pre-emptive right to receive pre-emptive subscription rights was March 6th, 2020.
Pre-emptive right: Those who were registered in VP Securities A/S as shareholders in Nustay on the record date March 9th, 2020 at 17:59 have pre-emptive right to subscribe for shares and warrants in the rights issue. For each existing share, one (1) pre-emptive subscription right is obtained. Three (3) pre-emptive subscription rights entitle to subscription of five (5) new shares and three (3) warrants. If a holder of three (3) pre-emptive subscription rights have exercised such right and subscribed for new shares and warrants during the subscription period, the investor's subscription will be settled by way of delivery of one (1) unit to the investor's account with VP Securities A/S under the temporary ISIN DK0061273711. One unit entitles the holder to five (5) shares and three (3) warrants. The pre-emptive subscription rights have the ISIN code DK0061275096.  New shares and warrants which have not been subscribed for by the existing shareholders before the expiry of the subscription period (the "Remaining Shares") may, without compensation to the holders of unexercised pre-emptive subscription rights, be subscribed for by existing or new shareholders who have made binding undertakings to subscribe for Remaining Shares according to the subscription form available on Sedermera Fondkommission's web page (www.sedermera.se) and the web page of Nustay (www.nustay.com), before the expiry of the subscription period. In case of oversubscription of Remaining Shares based on binding undertakings, such Remaining Shares will be allocated according to an allocation principal determined by the board of directors of the Company, based on the received binding undertakings; provided, however, that the Remaining Shares will be allocated irrespective of whether such undertakings were made by existing or new shareholders.
The number of shares before the rights issue: 18,220,665 shares.
Pre-subscription commitments and underwriting commitments: The Company has received pre-subscription commitments totaling approximately DKK 13.3 million and Underwriting commitments totaling approximately DKK 14 million, corresponding to a total of 100 percent of the rights issue volume. Approximately 49 percent of the rights issue is covered by pre-subscription commitments and approximately 51 percent of the rights issue is covered by underwriting commitments. This means that approximately 51 percent of the issue is available for subscription by shareholders and other investors.
Trading in pre-emptive subscription rights: Trading in pre-emptive subscription rights will take place on Spotlight Stock Market from March 6th, 2020 and continue until March 20th, 2020.
Allocation and trading in units: Allocation and trading in units will take place on Spotlight Stock Market from March 26th, 2020 and continue until March 30th, 2020 after which each paid unit will be converted automatically into five (5) new shares and three (3) warrants which will be admitted for trading on Spotlight Stock Market.
Settlement day for final trades in units: Settlement day at VP Securities for final trades in units is expected to April 1st, 2020.
Settlement day for conversion to ordinary shares and warrants: The new shares and warrants are expected to be registered with the Danish Business Authority on April 2nd, 2020. Settlement day at VP Securities for conversion to ordinary shares and allocation of warrants is expected to take place during April 1st, 2020 and April 2nd, 2020.
Trading in new shares and warrants: Trading in the new shares and warrants is expected to commence on April 3rd, 2020.
Exercise period (warrants): August 27th, 2020 – September 10th, 2020.
Exercise price (warrants): The holding of one (1) warrant entitles to the subscription of one (1) new share in Nustay at an exercise price of DKK 1.25 per share.
Dilution: Shareholders who choose not to exercise their pre-emptive right to subscribe for shares and warrants will receive a maximum dilution of approximately 73 percent as a result of the rights issue of shares and warrants (calculated as the number of new shares as a result of the rights issue (including the exercise period of warrants) divided by the total number of shares in the Company after the event that the rights issue is fully subscribed and all issued warrants are exercised).

“For the full terms and conditions, and the instructions for subscription, refer to the section “Terms and conditions for the offer” in Nustay’s prospectus.

Financial advisor and issuing agent:

Sedermera Fondkommission acts as financial advisor and issuing agent to Nustay in connection with the rights issue of units. VP Securities also acts as issuing agent to Nustay in connection to the rights issue of units.

For more information on the rights issue of units, please contact:

Sedermera Fondkommission

Phone: +46 40 - 615 14 10

E-mail: info@sedermera.se

Website: www.sedermera.se

For further information about Nustay, please contact:

Nustay A/S

E-mail: investor@nustay.com

Website: www.nustay.com

About Nustay

Nustay is a Danish online hotel booking company established in 2014. The company has developed an innovative booking platform offering the lowest possible hotel prices while also enhancing customer’s booking experience. Nustay has set out an ambitious vision to become the global leader within the online hotel booking industry, and is confident its large hotel room inventory, novel pricing strategy, and transparent booking process, will achieve that goal.

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