Shape Robotics publishes prospectus for its initial public offering

Wednesday, June 3, 2020 15:55 CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

This announcement does not constitute a prospectus. No one should purchase or subscribe any securities in Shape Robotics A/S (“Shape Robotics” 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 and official listing on Nasdaq First North Growth Market in Denmark.

• Shape Robotics offers a minimum of 2 040 817 and a maximum of 2 755 102 new shares at a price of DKK 9.80 per share in connection with a listing on Nasdaq First North Growth Market in Denmark.
• The proceeds of a maximum of DKK 27 million (gross) are to accelerate Shape Robotics growth by penetrating new markets and increasing market share in existing markets.
• Irrevocable subscription undertakings of DKK 15.9 million has been obtained from cornerstone investors.
• The offer corresponds to a pre-money valuation of Shape Robotics before the offer of DKK 40 million.
• Offer period from 4 June to 18 June 2020.

About Shape Robotics A/S
Shape Robotics A/S (”Shape Robotics” or ”the Company”) is a Danish robotics company with a strong position in the global educational technology (”EdTech”) market. The Company has developed Fable, a unique modular robot that makes it easy and fun for students to build and program their own robots. The development of Fable began in 2011 where the Company’s founders were working as robotics researchers together with other engineers, designers, and researchers from DTU, MIT Media Lab and LEGO®. The founders observed a need for a radically different educational robotics system where transition from idea to solution had to be smoother for both teacher and students. Since the launch of Fable in 2017 more than 5000 robots have been sold and shipped to schools around the world.

Shape Robotics helps educational institutions provide excellent teaching that will prepare students for a fast-changing future where digital technologies, artificial intelligence, and automation are transforming life and work. Fable is a modular robot that students can build in seconds. The robot system is robust, can withstand everyday usage in classrooms and can be used to solve demanding tasks. Students code Fable depending on their experience - from simple block programming to coding in the advanced Python language. Comprehensive teaching materials has been developed in collaboration with professional educators. Therefore, Shape Robotics provides complete teaching solutions for educational institutions from the 3rd grade to high-school and vocational schools.

Background for the offering
Shape Robotics has built a platform for growth and market penetration on the global market for educational robots. The Company will take advantage of this opportunity to become a leading educational robotics company with strong global growth. By expanding and nurturing its sales network the Company will grow in existing markets and penetrate new high-opportunity markets. The Company also plans to launch new subscription services and will continue to develop new products, platforms and content. The Company’s ambition is to empower all teachers to create profoundly better learning using robotics. The type of learning that have a lasting positive impact and enables the students to get ready for their future education, job and life.

Shape robotics has reached a point, where Fable has proven to be a highly attractive and competitive EdTech product. In order to take full advantage of the market traction and monetize on the rapidly growing market for educational robotics, the Company will require additional equity funding.

Use of proceeds
Through the Offering, Shape Robotics is expected to raise gross proceeds (including the conversion of debt of 2.1 MDKK) of minimum DKK 20 million and maximum DKK 27 million before deduction of transaction costs, which are estimated to approximately DKK 3.5 million. Below is an estimate of the use of proceeds:

• 60 percent will be used for sales and marketing to:
  • Continue to build a solid market foundation through existing and new distributors and resellers around the world.
  • Create awareness about Fable in key markets, e.g. by sales effort outreach to untapped market segments, participation in exhibitions and launching of campaigns and Fable robotics competitions.
  • Build and broaden the launch of subscription services.
• 20 percent will be used for business infrastructure to:
  • Increase gross margin by implementing cost-reductions in the production, make the production scalable by outsourcing and by increasing stock of inventory.
  • Establish cost-effective global delivery by setting up logistics partnerships around the world.
• 15 percent will be used for research and development:
  • Strengthen the product portfolio by developing new Fable products and improving the existing products, e.g. by developing new features and tools.
• 5 percent will be used on educational content:
  • Adapt educational content for key markets, e.g. translating and mapping it to national curriculums.
  • Develop new educational content, e.g. content packages to teach artificial intelligence and IoT.

Financial objectives
Shape Robotics is operating towards the following financial targets:

• Average revenue growth rate of more than 80% per annum between 2021 to 2023, with a target revenue of 55 MDKK in 2023; and
• Positive cash flow from operating activities for the full year 2023.

In 2019, Shape Robotics generated revenues of DKK 8.1 million and a negative EBIT of DKK 9.5 million.

Prospectus and offering material
The prospectus is available on www.shaperobotics.com and on www.vhcorp.se.

The prospectus may also be obtained by contacting Shape Robotics or Västra Hamnen Corporate Finance AB.

Information about the offering
Västra Hamnen Corporate Finance AB is financial advisor and Certified Adviser, and Moalem Weitemeyer Bendtsen advokatpartnerselskab is legal advisor to the Company. Danske Bank A/S acts as settlement and issuing agent, while Nordnet acts as selling agent in Sweden and Denmark.

The offering comprises a minimum of 2 040 817 and a maximum of 2 755 102 new shares.

Offer price
The offer price is DKK 9.80 per share. Brokerage commission will not be charged. Based on the offer price, Shape Robotics market capitalization is expected to amount to a maximum of DKK 67 million after completion of the offering.

Subscription period and submission of applications to subscribe
Applications to subscribe Offer Shares are to be submitted during the period of 4 June - 18 June 2020. Applications should be made by submitting the application form enclosed in the prospectus, which may also be found on the Company’s website. The application form must be submitted to the investor’s own account holding bank in due time to allow the investor’s own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank no later than 16.00 (CET) on 18 June 2020. Applications may also be submitted directly to the selling agent Nordnet no later than 23:59. (CET) on 17 June 2020. Applications are binding and cannot be altered or cancelled.

Reductions of subscriptions
In the event that the total number of Offer Shares applied for in the offering exceeds the number of Offer Shares, reductions will be made as follows:
 

• With respect to applications for amounts of up to and including DKK 299,999, reductions will be made mathema­tically. However, no individual allocations will be made for less than 500 Offer Shares.
• With respect to applications for amounts of DKK 300,000 and up, individual allocations will be made.

Subscription undertakings
The Company has obtained binding subscription undertakings for a total of DKK 15.9 million from Cornerstone Investors. In addition, existing shareholders have signed statements of intent for conversion of outstanding debt for a total of DKK 2.1 million. The conversion of debt, which was raised in April 2020, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). The subscription undertakings and conversion of outstanding debt amounts to a total of DKK 18.05 million, corresponding to approximately 66.8 percent of the maximum Offering and 90.2 percent of the minimum Offering.

For a list of the Cornerstone Investors please refer to the table on page 40 in the pdf-version of the Prospectus.

Admission to trading
The result of the offering and the final number of Offer Shares will be published on 19 June 2020. First day of trading on Nasdaq First North Growth Market in Denmark is expected to be 25 June 2020. The Company has applied for admission to trading under the symbol “SHAPE”. Admission to trading is conditional on Nasdaq First North Growth Market in Denmark approving the distribution of shares to investors, among other things.

It is expected that delivery against cash payment in DKK for the Offer Shares will take place on 23 June 2020 under the temporary ISIN code DK0061273208 to investors’ accounts with VP Securities A/S. The temporary ISIN code is expected to be merged into the permanent ISIN code DK0061273125 on June 26, 2020. All dealings in the Offer Shares prior to settlement of the offering will be for the account of, and at the sole risk of, the parties involved.

Conditions for completion
Completion of the Offering is conditional upon the Offe­ring not being withdrawn. The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering takes place. The Offering may also be withdrawn if Nasdaq First North Growth Market Denmark is not satisfied that there will be a sufficiently broad distribution of the Shares to investors or if, for other reasons, the Shares cannot be admitted for trading on Nasdaq First North Growth Market Denmark. Any withdrawal of the Offering will be announced immediately through Nasdaq First North Growth Market Denmark.

Further information
David Johan Christensen, CEO Shape Robotics A/S
Tel. (+45) 26 85 09 03
Email: david@shaperobotics.com
Rugmarken 18, 3520 Farum, Denmark

Certified Adviser
Västra Hamnen Corporate Finance AB
Christer Nilsson
Tel. (+46) 733 968 404
Email: ca@vhcorp.se
Jungmansgatan 12, 211 11 Malmö, Sweden
Bredgade 30, 1260 Copenhagen, Denmark

Important information
This announcement does not constitute an offering circular. No one should purchase or subscribe for any shares in Shape Robotics A/S (“Shape Robotics” or “the Company”), except on the basis of information in the offering circular published by the Company in connection with the offering and admission of shares to trading on Nasdaq First North Growth Market in Denmark. Copies of the offering circular are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.

This announcement is not an offer to sell or a solicitation of any offer to buy any shares issued by Shape Robotics 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.

In any member state of the European Economic Area (“EEA Member State”), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any EEA Member State, the “Prospectus Directive”), this announcement is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering circular, including qualified investors within the meaning of the Prospectus Directive.

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 in the United States absent registration or an 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.

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.