SmartCraft ASA - Mandatory Notification of Trade - Management Investment Program
SmartCraft ASA | Mandatory notification of trade primary insiders
[11 July 2022]: In accordance with the guidelines for determination of salary and other remuneration to executive personnel in SmartCraft ASA ("SmartCraft" or the "Company", OSE ticker code SMCRT), the board of directors of SmartCraft has resolved to implement a long term management investment program to align the long term interest of executive management and key employees with those of the shareholders of SmartCraft (the "MIP").
SmartCraft has offered members of executive management and other key employees to participate in the MIP by investing in the newly established subsidiary of the Company SmartCraft Software AS through the management investment company SMCRT MGMT 1 AS. To facilitate such investment, a reorganisation of SmartCraft will be completed, where all material assets and debt in SmartCraft are transferred and assigned to SmartCraft Software AS. Following such reorganisation, SmartCraft Software AS will be the holding company for the operations of the SmartCraft group.
The offer to participate in the MIP has been accepted by the primary insiders listed below and other members of executive management and key employees. The participants will invest in ordinary shares in SMCRT MGMT 1 AS and SMCRT MGMT 1 AS will acquire shares in SmartCraft Software AS from the Company at market value.
The market value for the shares is based on the volume weighted average price for the SmartCraft shares during the 10 trading days period ending on 8 June 2022 of NOK 16.40 adjusted for the business activities, assets and liabilities of SmartCraft other than its shares in SmartCraft Software AS. This entails a market value for all shares in SmartCraft Software AS of NOK 2,650,918,552 following the reorganisation.
SMCRT MGMT 1 AS will subscribe for shares in SmartCraft Software AS at a total amount of NOK 24,403,560, representing approximately 0.9206% of the total number of shares in SmartCraft Software AS. Participants in the MIP will subscribe for ordinary shares at an amount of NOK 4,880,712, and SmartCraft will subscribe for preference shares at an amount of NOK 19,522,848. Following the above described transactions, the participants in the MIP will hold in total ordinary shares in SMCRT MGMT 1 AS equal to 20% of the shares in issue, while SmartCraft will hold preference shares equal to 80% of the shares in issue.
The shares subscribed for by the participants in SMCRT MGMT 1 AS and by SMCRT MGMT 1 AS in SmartCraft Software AS will be subject to a three-year lock-up.
As set out in the attached transaction notifications, the following primary insiders of SmartCraft participate in the MIP:
- Gustav Line, CEO
- Kjartan Bø, CFO
- Christian Saleki, CTO
- Hanna Konyi, GM Bygglet
- Timo Makkonen, GM Congrid
- Christer Kleppestø, GM Kvalitetskontroll
- Otto Laurila, GM Homerun
- Karl Strömberg, GM EL-VIS
- Johan Ros, Sales Manager EL-VIS
Disclosure regulation
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by the contact person, at the date and time as set out above.
Contacts
Kjartan Bø
CFO
Tel: +47 410 27 000
About SmartCraft ASA
SmartCraft is the leading Nordic provider of mission-critical SaaS solutions to SME's in the construction sector. The company’s business model is highly scalable, based on 95% recurring revenue and low churn. The construction sector is among the least digitalized industries and represents a NOK 10bn software market in the Nordics, growing at a double-digit rate. SmartCraft’s solutions help customers to increase their productivity, margins, and resource efficiency.