Penneo A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark

MUST NOT BE PUBLISHED, DISTRIBUTED, OR SUPPLIED OR PARTICULAR, DIRECTLY OR INDIRECTLY, IN OR TO US, AUSTRALIA, CANADA OR JAPAN.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. 1-2020

Copenhagen, May 7th, 2020

Penneo A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark. The offer period runs from 7 May to 25 May 2020, and the offer price is DKK 11.08 per share, corresponding to a pre-money valuation of DKK 250 million. The maximum offer of new shares is DKK 50 million, of which 72% have been signed before the offer period opens.
 

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.

Penneo has a strong position in the nordics, and in Denmark more than 550.000 persons used Penneo in 2019.

SUMMARY OF THE OFFERING

• The expected gross proceeds are DKK 45-50 million.

• Only new shares are offered 
• The offer price is DKK 11.08, corresponding to a pre-money valuation of Penneo before the offer of DKK 250 million.
• The tender period runs from 7 May to 25 May 2020. 
• Publication of the result of the offering is expected to take place on May 26 and the first trading day is expected to be June 2. 
• Offer period: 7 May 2020 - 25 May 2020. 
• Offer price: DKK 11,08 per share of nominally DKK 0.02. Number of shares before the offer: 20,609,932
• 72% of the maximum offer of DKK 50 million has been signed before the offer period opens.

Reason for the offering

Penneo has initiated an internationalization strategy targeted at accounting firms while growing with existing customers across document-heavy industries in existing markets. This niche accounting market is currently constituted by a low level of competition in software solutions as no other providers have directly targeted this specific market vertical like Penneo. 

Consequently, Penneo has a unique opportunity to exploit the significant first-mover advantage that has already been proven in the Nordic countries. 

The primary reason behind the Offering is thus to boost the internationalization strategy and growth journey by raising capital for specific use within three primary areas; (i) sales development and marketing targeted at new European countries, (ii) product development to become a fully end-to-end business process automation solution for auditors and other industries, and (iii) direct and indirect costs such as external eID costs and internal administrative costs to support the internationalization.
 

Financial performance and expectations

After an impressive 2019, Penneo has entered 2020 in an attractive position as the Nordic market leader in BPA solutions for auditors. Penneo’s strong position is founded on a proven and scalable platform with a strong product-market-fit and is thus ready to execute on the growth journey and internationalization strategy.

Penneo expects to continue the impressive Annual Recurring Revenue (ARR) growth in the coming years – primarily driven by the new pricing model, the scalable platform, strong network effects, dedicated and highly effective marketing efforts, and the growth journey and internationalization strategy. As of June 2020, the expected ARR run rate is in the range of DKK 28-30m and is expected to develop to DKK 38-43m as of June 21.
 

Business description 

Company description, subscription form and further information is available via the company's website, penneo.com / penneo.dk. The company description is also available as a link at the bottom of this press release. For more information, see the website Penneo.dk, or nordnet.dk. 

New Offered Shares

The Offering comprises a maximum of 4,512,636 new shares, corresponding to gross proceeds of DKK 50 million. The minimum supply is 4,061,372 new shares, corresponding to gross proceeds of DKK 45 million. If there are no investors for the minimum offering of 4,061,372 shares, the offer will not be completed. 

Existing Shareholders

None of the existing shareholders sell shares at the offering and they are all subject to lock-up for a period of at least 12 months for 100% of their current shares. 

Submission of subscription orders 

The new shares can be subscribed by submitting an electronic subscription order via the investor's own account-holding bank or by submitting the subscription form to the investor's own account-holding bank. Minimum drawing is 362 shares corresponding to DKK 4,010.96 per subscription order. Publication of the results of the offer is expected to take place on 26 May 2020.

ISIN code and symbol

The company has one share class. The new shares are settled in a temporary ISIN DK0061283199 upon completion of the tender. When the share capital increase is registered with the Danish Business Authority, the new shares will be issued and admitted to trading in the same permanent ISIN code as the existing shares. The permanent ISIN code for the shares is DK0061283009 and the shares have been applied for trading under the ticker "PENNEO". 

Admission to trading

The new shares and the existing shares are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the offering and fulfillment of Nasdaq First North Growth Market's requirements for shareholder distribution and free float. The first trading day for the shares on Nasdaq First North Growth Market Denmark is expected to be June 2, 2020

Placement

Grant Thornton acts as a Certified Adviser and Bookrunner in connection with the offering and Danske Bank A/S acts as a settlement agent. 


Further information

CEO, Niels Henrik Rasmussen

Mobile (+45) 2123 4634 

Email nhr@penneo.com

PENNEO A/S

VEGA, Enghavevej 40, 4th floor, 1674 Copenhagen VDenmark 

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

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.