Calculation error made by Deloitte Statsautoriseret Revisionspartnerselskab marginally adjusts the Offer price from DKK 11.08 to DKK 11.06
MUST NOT BE PUBLISHED, DISTRIBUTED, OR SUPPLIED OR PARTICULAR, DIRECTLY OR INDIRECTLY, IN OR TO US, AUSTRALIA, CANADA OR JAPAN. This notice does not constitute a tender document. No person should buy or subscribe for shares in Penneo A/S ("Penneo" or "the Company"), unless this is done on the basis of information in the company description published by the Company in connection with the offering of shares for trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website.
Company Announcement No. 2-2020
Copenhagen, May 11th, 2020
As a step in the preparation to a successful listing on Nasdaq First North Growth Market, the owners decided to merge three companies (Penneo Holding ApS, Penneo Holding 2 ApS, and Penneo ApS (now Penneo A/S). This was done to create a transparent and simple ownership structure.
Unfortunately, Deloitte Statsautoriseret Revisionspartnerselskab, who did the calculation of the distribution of ownership post-merger, made a miscalculation. The incorrect calculation has resulted in an incorrect
distribution of shares in Penneo A/S between the pre-IPO owners. The extent of the error is however small. It has a marginal effect on the ownership structure of Penneo A/S prior to the Offering and the balance
between the value of existing warrants and existing shares, which has been compensated for by lowering the Offer price from DKK 11.08 to DKK 11.06.
As a result, the pre-IPO ownership structure presented in the Company Description published on May 7,
2020 should be corrected accordingly. It is, however, important to emphasise that this calculation error that
dates back to the merger of the mentioned companies has no practical effect on the ownership, basis for investment, or ownership rights for new investors that have invested, or are considering to invest, in shares in Penneo A/S in connection with the Offering.
New investors are thus investing under the same conditions as before the publication of this addendum
because:
1. The pre-money valuation incl. existing warrants remains unchanged at DKK 250 million
2. The total number of shares before the Offering remains unchanged at 20,609,932 shares
3. The Offering still constitutes DKK 45-50 million
In order to maintain an unchanged basis for investment for all new investors investing in the Offering,
Penneo A/S has marginally adjusted the Offer price from DKK 11.08 to DKK 11.06 and the number of shares in the Offering from between 4,061,372 and 4,512,636 to between 4,068,716 and 4,520,796.
The correction of the distribution of shares between existing shareholders pre-IPO has no practical effect or implications for new investors that have invested or are considering to invest in shares in Penneo A/S.
The detailed effect of the calculation error made by Deloitte Statsautoriseret Revisionspartnerselskab can be found in the “Addendum to the Company Description published on May 7, 2020” on Penneo’s IR-site. Further to execute on the adoption of the amended Articles of association, a shareholders meeting will take place on 26 May 2020 at 10 p.m. Please see attached notice and agenda for details.
In other words, the basis for investment in the Offering remains unchanged. The opportunity to be a part of our journey as a listed Nasdaq First North company will continue and we intend to list on the 2 nd of June as communicated.
Although the amendments have no impact on the investment decision, we refer to section 16.9 in the
Company Description whereby investors “have two trading days following the publication of the relevant
amendments within which the investors can withdraw their offer to subscribe Offer Shares in the Offering in
its entirety.”
Instructions on how to subscribe is found in the Company Description on page 76-77, which can be found
here:
Company Description
As the mentioned miscalculation occurred in connection with an internal ownership matter separate from thecommercial IPO track, neither Penneo’s executive management, Penneo’s Certified Advisor, Grant Thornton, nor Penneo’s legal advisor, Elmann Advokatpartnerselskab have been involved in the miscalculation.
Best regards,
Morten Elk
Chairman of the Board in Penneo A/S
Further information
Morten Huse Eikrem-Jeppesen
PressConnect
Phone: (+45) 53 85 07 70
Email: morten@pressconnect.dk
CEO, Niels Henrik Rasmussen
Mobile (+45) 2123 4634
Email nhr@penneo.com
PENNEO A/S VEGA, Enghavevej 40, 4th floor, 1674 Copenhagen V Denmark
Certified Advisor Grant Thornton
Jesper Skaarup Vestergaard
Direct (+45) 35 27 50 11
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45 2100 Copenhagen Ø Denmark
About Penneo A/S
Penneo A/S (Penneo) is a Software-as-a-Service (SaaS) company originally founded to help companies digitally sign documents. Penneo was founded by 6 Danish entrepreneurs, who got together with a shared ambition to reduce the “hassle to get documents signed” by replacing pen and paper with a digital alternative. This new digital “pen” (Pen-neo) was launched in 2014 where Penneo was officially established.Today, Penneo has evolved into an eco-system of automation solutions that digitizes company workflows related to onboarding of customers (KYC), and signing and management of documents in a secure and easy way. The Company offers a RegTech solution that helps companies comply with regulations in an efficient and inexpensive way.
Important information
This notice does not constitute a business description or prospectus. No person should buy or subscribe for shares in Penneo A/S, unless this is done on the basis of information in the company description published by Penneo in connection with the offering and admission of shares to trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website. This notice does not constitute an offer to sell or an invitation to offer to purchase shares issued by the Company in any jurisdiction where such offer or sale would be illegal and the notice and information contained therein may not be directly or indirectly distributed or disclosed in or to such jurisdictions. The offering is carried out in accordance with Danish law and the new shares are only offered in Denmark. Relationships dealt with in this Communication may constitute forward-looking statements that do not constitute historical facts. The forward-looking statements in this announcement are based on a number of assumptions, many of which are based on additional assumptions. Although Penneo estimates that these assumptions were reasonable as they were made, they are inherently associated with significant known and unknown risks, uncertainties, unforeseen events, and other material issues that are difficult or impossible to predict or beyond the control of the Company. Such risks, uncertainties, unforeseen events, and other material matters may cause actual events to differ materially from the expectations expressed or implied in the forward-looking statements contained herein. The information, views and forward-looking statements contained in this notice apply only to the date of publication of this notice and are subject to change without notice.