Offering of New Share in Relesys A/S was successfully completed – The Offering received subscription for DKK 221 Million (oversubscribed by 167%)

Relesys A/S | Company Announcement

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL

This announcement does not constitute an offering circular, prospectus or other offer document as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an offering of securities. No one should purchase or subscribe for any securities in Relesys A/S ("Relesys" or the "Company") except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market Denmark ("First North Premier"), which is available on the Company's website.

Company Announcement No. 2-2021 Copenhagen, November 24, 2021

Today, Relesys A/S announces the result of the offering of shares (the "Offering") in connection with the admission to trading of the Company’s shares on Nasdaq First North Premier Growth Market Denmark, Company Announcement No. 1-2021 of November 8, 2021, and the Prospectus published on 8 November 2021.

As planned, the offer period closed on November 22, 2021, 23:59 p.m. CET. The Company’s offer of 13,248,000 shares at an offer price of DKK 6.25 per share was fully subscribed. With the proceeds from the Offering, Relesys will invest in market expansion comprising both ramp up of new employees and investments in sales and marketing activities, build a sustainable organization with the required supporting functions and invest in product development to support the accelerated sales and marketing efforts and ensure that the platform remains best-in-class.

In addition to the 11,761,680 shares that were allocated to investors in the pre-subscription, the Company received 2,702 orders for a total of 23,574,789 shares (corresponding to DKK 147 million) in connection with the public offering.

The first day of trading at Nasdaq First North Premier Growth Market Denmark is expected to be December 1, 2021, under the ticker “RELE” under permanent ISIN DK0061680436.

Comments from CEO, Jesper Roesgaard

“We are very pleased with the result of the offering and are humbled by the trust and support that more than 1,100 new investors have shown Relesys and our growth ambitions. We are aware of the responsibility we have towards our shareholders and our continued mission where we will do our utmost to deliver on our promises. Our solution has already proven its value with leading international brands, and we look forward to expanding our global presence in our quest to revolutionize how internal communication and performance management is pursued in todays’ companies.”

Comments from Chairman of the Board, Alexander Martensen-Larsen

“We are pleased to welcome all our new investors and feel honored by their confidence in Relesys. We look forward to advancing our growth ambitions and taking the next steps towards realizing the immense market potential that lies ahead. The capital raised allows Relesys to accelerate its growth trajectory and help even more companies reach, engage and unite the power of their workforce worldwide.”

Summary of the offering:

• As a result of the Offering, Relesys issues 11,040,000 new offer shares of nominally DKK 0.01 each at a share price of DKK 6.25 per share. Together with the issuance of the new offer shares, 2,208,000 existing offer shares have been sold in the offering at a share price of DKK 6.25 per share.
• The gross proceeds for the Company are DKK 82.8 million before transaction costs. DKK 69,000,000 will be assigned to the Company and DKK 13,800,000 will be assigned to three shareholders.
• Shares have been allocated to a total of 1,114 investor depositaries.
• The 'free float', which is the percentage of the share capital held by public investors, constitutes 25.11% of the share capital after the completion of the Offering.
• All subscription orders up to and including 4,450 shares have not been allocated any shares.
• All subscription orders above 4,450 shares have been allocated 7.21% of the shares requested.
• The investors that pre-subscribed for 11,761,680 shares before the publication of the Prospectus have all been allocated full subscription of shares.
• After completion of the Offering, the share capital of the Company will be increased from nominally DKK 400,000.00 distributed on 40,000,000 shares of DKK 0.01 to nominally DKK 510,400.00 distributed on 51,040,000 shares.
• Registration of the capital increase with the Danish Business Authority (in Danish: Erhvervsstyrelsen) is expected to take place on 29 November 2021, subject to settlement of the Offering.
• Settlement of the Offering will take place by delivery of shares in the temporary ISIN code. The temporary ISIN code is not to be admitted to trading on Nasdaq First North Premier Growth Market Denmark but will only be registered in VP Securities. First day of trading on Nasdaq First North Premier Growth Market Denmark in the permanent ISIN, DK0061680436, is expected on December 1, 2021. The temporary ISIN code, DK0061680519, is expected to be merged with the permanent ISIN code, DK0061680436, following and subject to settlement of the Offering and registration of the capital increase with the Danish Business Authority.

CONTACT INFORMATION

Relesys A/S
Jesper Roesgaard, CEO
Mobile (+45) 28 45 97 97
Email: jero@relesys.net
Relesys A/S Orient Plads 1, 1., 2150 Nordhavn, Denmark
 

Certified Adviser

Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton, Stockholmsgade 45, 2100 Copenhagen Ø, Denmark

ABOUT RELESYS

Relesys is a Software-as-a-Service (SaaS) company founded with the sole purpose of creating a more engaged and united workforce. The communication and performance platform enables companies to strengthen their internal communication and performance by providing employees access via an intuitive user-friendly app, with all the information they need to succeed with their jobs, thus improving the overall performance.

Relesys has a strong product-market-fit within the retail industry, but the platform has proven valuable for other industries where a large proportion of the workforce is not working from a desk in front of a computer and who is isolated from the rest of the organization. Relesys provides a scalable software solution and has already a proven track record internationally.

Pr. Q3 2021, Relesys has 160 customers with more than 225,000 active users in 82 countries and supports 22 different languages. The customer base of Relesys includes brands such as Salling Group, Specsavers, Bauhaus, Matas, Telia, Royal Unibrew and Vestas, together with several other market-leading brands.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Relesys A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.

This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Relesys A/S except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market Denmark ("First North Premier"), which is available on the Company's website.

Neither the existing shares of Relesys A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (“Securities Act”). Neither the existing shares nor the Offer Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations.

Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward- looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward- looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.