Offering of new shares in SameSystem A/S was successfully completed – the Offering received subscription for DKK 171 millions

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 documents. No one should purchase or subscribe for any securities in SameSystem A/S ("SameSystem" or the "Company") except on the basis of information in the prospectus and addendums to 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. 5-2021

Copenhagen, June 24, 2021

Today, SameSystem A/S announces the result of the Offering of shares in connection with the admission to trading of the Company’s shares on Nasdaq First North Premier Growth Market Denmark cf. Company Announcement No. 1-2021 of May 31, 2021.

The offer period closed on June 22, 2021, 11:59pm (CET). The Offering of 15,000,000 shares at an offer price of 5.00 DKK per share was fully subscribed – equal to gross proceeds of 75m DKK. From the issuance of the Offer shares, gross proceeds of DKK 60m are assigned to the Company. SameSystem intends to accelerate the Company’s European growth journey. With a strong product-market fit, all-around proof of concept, and a scalable and competent organization geared for growth, SameSystem is ready to scale and capitalize on its already strong position in Europe. The capital raised in the Offering will primarily be invested into three key areas: market expansion, product development and other direct and indirect costs. The remaining DKK 15m in gross proceeds will be assigned to three shareholders from the sale of existing offer shares.

In addition to the 8,897,444 shares that were allocated to investors in the pre-subscription, the Company received 2,060 orders for a total of 25,298,698 shares (DKK 126m) shares in connection with the public offering. Thus, the Company received orders for a total of 34,196,142 shares (DKK 171m) equal to an oversubscription of the total Offering of 128%.  

The first day of trading at Nasdaq First North Premier Growth Market Denmark is expected to be June 30, 2021, under the ticker “SAME”. The temporary ISIN code, DK0061551116, will be merged with the permanent ISIN code, DK0061551033, which is expected on July 01, 2021.

SameSystem’s CEO, Henrik Salicath, states about the successful results: “We are very pleased with the result of the offering and thankful for the trust, the new investors have placed in SameSystem and our expansion strategy. With the proceeds from the offering, we have the means to reach our goals set out in the prospectus and reach a solid customer base in 23 countries in 2023. Our solution has already proved its value with some of Europe’s largest retailers, and we look forward to attracting even more customers with more local sales hubs and continuous strengthening of our existing country organizations.”

Chairman of the Board, Søren Ingerslev, shares his thoughts on the results: “The retail and foodservice industries have experienced significant technological disruption in recent years converting manual processes to digital processes which have pushed these companies to proactively manage their workforce for the benefit of both employees and management. SameSystem is a key factor in addressing these challenges in the industries, so we look forward to accelerating our growth journey with the proceeds from this successful offering.”

SUMMARY OF THE OFFERING

• As a result of the Offering, SameSystem issues 12,000,000 new offer shares of nominally DKK 0.01 each at a share price of DKK 5.00 per share. Together with the issuance of the new offer shares, 3,000,000 existing offer shares have been sold in the offering at a share price of DKK 5.00 per share.
• The gross proceeds for the Company are DKK 75,000,000 before transaction costs. DKK 60,000,000 will be assigned to the Company and DKK 15,000,000 will be assigned to three shareholders.
• Shares have been allocated to a total of 1,158 investor depositaries.
• The ‘free float’, which is the percentage of the share capital held by public investors, constitutes 30.04% of the share capital after the completion of the Offering.
• All subscription orders up to 3,164 shares have not been allocated any shares.
• All subscription orders above and including 3,164 shares have been allocated 25.79% of the shares requested.
• The investors that pre-subscribed for 8,897,444 shares 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 551,111 distributed on 55,111,100 shares of DKK 0.01 to nominally DKK 671,111 distributed on 67,111,100 shares.
• Registration of the capital increase with the Danish Business Authority (in Danish: Erhvervsstyrelsen) is expected to take place on June 28, 2021, subject to settlement of the Offering.
• The Offer shares will be delivered electronically against payment to investors’ accounts with VP Securities A/S (“VP Securities”). The new offer shares will be delivered under the temporary ISIN DK0061551116 and the existing Offer shares will be delivered under the permanent ISIN DK0061551033 with VP Securities A/S. The temporary ISIN will not be applied for trading on Nasdaq First North Premier Growth Market Denmark but will only be registered in VP Securities for the purpose of subscribing for new offer shares. First day of trading on Nasdaq First North Growth Market Denmark in the permanent ISIN, DK0061551033, is expected on July 01, 2021. The temporary ISIN code, DK0061551116, is expected to be merged with the permanent ISIN code, DK0061551033, following and subject to settlement of the Offering and registration of the capital increase with the Danish Business Authority.

CONTACT INFORMATION

SameSystem A/S
Henrik Salicath, CEO
Mobile (+45) 81 45 26 10
Email Henrik.salicath@samesystem.com
SameSystem A/S
Ballerupvej 62, 3500 Værløse, Denmark

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

IMPORTANT INFORMATION
 

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by SameSystem 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 SameSystem A/S 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 which is available on the Company's website.

Neither the existing shares of SameSystem 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.
 

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