Trading in Pagero Group AB’s (publ) shares on Nasdaq First North Growth Market commences today

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONGKONG, JAPAN, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE, PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Pagero Group AB (publ) (”Pagero” or the “Company”) a growth-oriented, global SaaS company with the aim to build the world’s largest open business network in order to digitalise trading between buyers and sellers, today announces the outcome of the offering of the Company’s shares (the “Offering”) prior to the listing on Nasdaq First North Growth Market (the “Listing”). The Offering attracted very strong interest, both from institutional investors in Sweden and internationally as well as the general public in Sweden. Trading in the Company’s shares on Nasdaq First North Growth Market commences today, 22 October 2021.

The Offering in brief:

• As previously announced, the price per share in the Offering was SEK 24, corresponding to a market value of all outstanding shares in the Company upon completion of the Offering to approximately SEK 3,701 million.
• The Offering included 20,833,333 newly issued shares and will bring the Company total proceeds of approximately SEK 500 million, before deduction of transaction costs related to the Offering, corresponding to 13.5 per cent of the total amount of shares and votes in the Company after the Offering.
• In order to cover any over-allotment in connection with the Offering, the principal shareholders, Summa Equity¹, Greenfield AB², Sjätte AP-fonden, Mats Ryding³ and Norelia AB⁴ (“Selling Shareholders”) have granted an over-allotment option to Joint Global Coordinators to acquire existing shares, corresponding to not more than 15 per cent of the number of shares in the Offering (the "Over-allotment Option"), which may be exercised in full or in part by the Joint Global Coordinators during the 30-day period from the first day of trading in the Company's shares on Nasdaq First North Growth Market.
• Provided that the Over-allotment Option is exercised in full the Offering will include 23,958,332 shares, corresponding to an amount of SEK 575 million, which represents approximately 15.5 per cent of the total number of shares in the Company upon completion of the Offering.
• Funds managed by I&T Asset Management (Fondsmæglerselskabet Investering & Tryghed A/S) and Swedbank Robur Fonder, (together the “Cornerstone Investors”) have acquired shares in the Offering for an amount in total of SEK 230 million, corresponding to 46 per cent of the shares in the Offering. Swedbank Robur Fonder was prior to the Offering an existing shareholder of the Company.
• Trading in Pagero’s shares on Nasdaq First North Growth Market commences today, 22 October 2021, under the ticker “PAGERO”. Settlement is expected to take place on 26 October 2021.

Bengt Nilsson, CEO of Pagero, comments:

”This is a great milestone for Pagero and an important step towards realising our goal of making buying and selling processes easy for companies through a global and open business network. We look forward to accelerating continued expansion to make business communication easier, cheaper and more environmentally friendly around the world. I want to thank all of our employees for your work and commitment in Pagero’s continued growth – a journey that is far from over. I also want to thank our customers and partners in more than 140 countries for your trust and faith.”

Birger Steen, chairman of the board of directors of Pagero, comments:

”The interest to invest in Pagero have exceeded our expectations and we look forward to continue this growth journey together with all new shareholders. We see that businesses are increasingly investing time in becoming more sustainable, compliant and efficient with lower environmental impact. With an already proven business model, we look forward to starting this new chapter as a listed company and to help more businesses modernise their processes.”

About Pagero

Pagero aims to build the world’s largest open business network with the ambition that more than 100 million companies should be reachable via its network 2025. Today, the Company offers its products and services globally in over 140 countries and estimates that more than 12 million companies are reachable via its network (including Gosocket Corporation that was acquired in July 2021).

Pagero offers a smart business network connecting buyers and sellers world-wide for automatic and secure communication of business documents (e.g. order messages, invoices and payment instructions), and in order to ensure local compliance. Pagero’s open network, in combination with a large selection of applications, helps companies’ buying and selling processes to become more effective, to make use of correct and reliable data, reduce environmental impact and increase transparency towards governmental agencies. Pagero’s offer is global and independent of industry, business system and size of business.

Pagero undergoes a global growth journey supported by a rapidly increasing market demand driven by strong drivers such as digitalisation and an accelerated rollout of regulatory requirements for digital trading all over the world. During the last years, Pagero has demonstrated considerable growth at the same time as the Company has focused on developing its technology platform and sales strategy to meet an increased global demand, and to enable faster and more cost-efficient growth.

Stabilisation

In connection with the Offering, Nordea Bank Abp, filial i Sverige (the “Stabilisation Manager”) may, to the extent permitted pursuant to Swedish law, carry out transactions aimed to support the market price of the Company’s shares above those that might otherwise prevail in the open market. Such stabilisation transactions may be effected on Nasdaq First North Growth Market, over-the-counter market or otherwise, and may be effected at any time during the period commencing on the first day of trading in the shares on Nasdaq First North Growth Market and ending no later than 30 calendar days thereafter. The Stabilisation Manager is, however, not required to carry out such transactions and there is no assurance that such activities will be undertaken.

The stabilisation, if commenced, may be discontinued at any time without prior notice. Under no circumstances will the transaction be completed to a price that is higher than the price set out in the Offering. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, the Stabilisation Manager must disclose that stabilisation measures have been performed in accordance with article 5(4) of EU’s Market Abuse Regulation 596/2014. Within one week from the end of the stabilisation period, the Stabilisation Manager will make public whether or not stabilisation was undertaken, the date at which stabilisation started, the date at which stabilisation last occurred as well as the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out.

Advisors

Nordea Bank Abp, filial in Sweden (“Nordea”), and Skandinaviska Enskilda Banken AB (“SEB”) are Joint Global Coordinators and Joint Bookrunners. Advokatfirman Delphi and advokat 24 are legal advisors to the Company. White & Case is legal advisor to Joint Global Coordinators and Joint Bookrunners. Nordea, SEB and Avanza Bank AB act as Retail Distributors.

Erik Penser Bank AB (publ) is appointed as the Company’s Certified Adviser and can be reached at telephone: +46 (0) 8 463 83 00 and e-mail: certifiedadviser@penser.se.

For further information, please contact:

Bengt Nilsson, CEO

E-mail: bengt.nilsson@pagero.com

Jan-Olof Ohlsson, CFO

E-mail: jan-olof.ohlsson@pagero.com

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Pagero Group AB (publ) (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

This announcement 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 the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). A prospectus regarding the Offering is available on the Company's website. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the prospectus. The Swedish Financial Supervisory Authority, as the national competent authority under the Prospectus Regulation, has reviewed and approved the Prospectus. The Swedish Financial Supervisory Authority's approval should not be considered as an endorsement of the Company or support for the securities described in the Prospectus. The Swedish Financial Supervisory Authority does not guarantee that the information in the Prospectus is correct or complete. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State (“EEA”) other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, that is, only those investors to whom an offer can be made without an approved prospectus in the relevant EEA Member State.

This announcement and the information contained herein are not for distribution in or into the United States of America. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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. Any securities referred to herein have not either been and will not be registered under relevant securities laws in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Switzerland, and may not, with certain exemptions, be offered or sold in or into, or on behalf of a principal who is from, present in or giving an order to participate from Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Switzerland. There will be no offering of the securities referred to herein to Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Switzerland.

In the United Kingdom, this announcement 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 announcement relates is available only to, and will be engaged in only with, qualified investors (as defined in the Prospectus Regulation) and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 200 (as amended, the “Order”), (ii) are persons falling within Article 4 (2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, and (iii) 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 announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.

Forward-looking statements

This announcement contains certain prospective statements and opinions. Prospective statements are all statements that do not relate to historical facts and events, and such statements and opinions that pertain to the future and include words such as, for example, "anticipates", "may", "will", "should", "plans", "estimates", "forecasts", "estimates", "is of the opinion", "expects", "believes", "plans", "estimates", "intends", "assumes" and similar expressions. Prospective statements are based on current estimates and assumptions, which have been made to the best of the Company's knowledge. Such prospective statements are subject to risks, uncertainties and other factors that could cause actual results, including the Company’s cash flow, financial situation and results of operations, to differ materially from those expressed or implied by such statements, or cause the expectations expressed or implied by such statements not to be realised or to prove less favourable compared with the results expressed or implied by such statements. The information, opinions and forward-looking statements contained in this communication 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 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.

Information to distributers

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 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 "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the Company's shares 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 Offering.

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 UK MiFIR; 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 the Company.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels

¹Through ownership in Vålåuggen Invest AB, which is a shareholder in the Company.

²Partly owned by Bengt Nilsson, the CEO and board member of the Company.

³Board member of the Company.

⁴Partly owned by Bengt Nilsson, the CEO and board member of the Company.