SmartCraft ASA – Mandatory notification of trade from primary insiders

SmartCraft ASA | Mandatory notification of trade primary insiders

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SmartCraft ASA – Mandatory notification of trade from primary insiders

Oslo, 22 June 2021: Reference is made to the announcement made on 22 June 2021, whereby SmartCraft ASA ("SmartCraft" or the "Company", OSE ticker code "SMCRT") announced the successful completion of the bookbuilding period and the application periods in the initial public offering of the Company's shares (the "Offering" or the "IPO").

The primary insiders of SmartCraft set out below have been allocated shares in the Offering at the offer price of NOK 17.80 per share. All allocations are made in accordance with the terms and conditions set out in the prospectus dated 14 June 2021 (the "Prospectus") prepared in connection with the Offering and subsequent listing of the Company's shares on the Oslo Stock Exchange.

• Kjartan Bø, Chief Financial Officer, has through his holding company KBI AS been allocated 19,663 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Bø will indirectly hold 292,663 shares in the Company (0.18% of the share capital).
• Christian Saleki, Chief Technology Officer, has been allocated 11,235 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Saleki will hold 11,235 shares in the Company (0.01% of the share capital).
• Karl Strömberg, General Manger, EL-Info i Växjö AB, has been allocated 11,235 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Strömberg will hold 168,235 shares in the Company (0.10% of the share capital).
• Johan Ros, Sales Manager, EL-Info i Växjö AB, has been allocated 16,853 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Ros will hold 197,253 shares in the Company (0.12% of the share capital).
• Marianne Bergman Røren, Member of the Board, has been allocated 5,617 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Røren will hold 5,617 shares in the Company (0.00% of the share capital).
• Christina Skogster Stange, Member of the Board, has been allocated 589 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Skogster Stange will hold 589 shares in the Company (0.00% of the share capital).
• Maria Danell, Member of the Board, has been allocated 5,617 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Danell will hold 5,617 shares in the Company (0.00% of the share capital).

As further described in the Prospectus, the above-mentioned primary insiders have received full allocation up to an amount of NOK 350,000. The shares allocated to primary insiders in the Offering, as stated above, will be subject to a 12 months' lock-up from the first day of listing and trading of the Company's shares on the Oslo Stock Exchange, as further described in the Prospectus. The first day of listing will be on 24 June 2021.

The primary insiders and close associates of primary insiders of SmartCraft set out below have sold shares in the Offering at the offer price of NOK 17.80 per share.

• Valedo Partners III AB, legal person closely associated with Members of the Board, Carl Ivarsson and Allan Engström, has sold 23,174,208 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Valedo Partners III AB will hold 67,903,692 shares in the Company (40.61% of the share capital). 
• Gustav Line, Chief Financial Officer, has through Line Invest AS sold 692,675 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Line will indirectly hold 2,078,025 shares in the Company (1.24% of the share capital). 
• Bernt Ulstein, Member of the Board, has through B. Ulstein AS sold 3,663,990 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Ulstein will indirectly hold 10,736,010 shares in the Company (6.42% of the share capital).
• Hanna Konyi, General Manager at Bygglet AB, has sold 635,225 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Konyi will hold 1,905,675 shares in the Company (1.14% of the share capital).
• Bjørn Christian Bentzen, General Manager at Cordel Norge AS, has through Spijker AS sold 228,800 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Bentzen will indirectly hold 686,400 shares in the Company (0.41% of the share capital).
• Timo Makkonen, General Manager at Congrid Oy, has through Atono Invest Oy sold 182,375 shares. Following completion of the Offering and issuance of the Consideration Shares (as defined below), Makkonen will indirectly hold 547,125 shares in the Company (0.33% of the share capital).

The board of directors of SmartCraft has, pursuant to an authorisation granted by the Company's general meeting on 25 May 2021, resolved to issue in total 337,078 new shares to the sellers of Homerunbynet Oy at a subscription price of NOK 17.80 per share (the "Consideration Shares") in connection with the Company's acquisition of Homerunbynet Oy through its subsidiary Congrid Oy as further described in the Prospectus. The share contribution has been settled by way of set off against the respective sellers' receivables towards the Company. The primary insider of SmartCraft set out below has subscribed for Consideration Shares.

• Otto Laurila, General Manager Homerunbynet Oy, has subscribed for 119,522 Consideration Shares. Following completion of the Offering and issuance of the Consideration Shares, Laurila will hold 119,522 shares in the Company (0.07% of the share capital).

Please see the attached forms of notification and public disclosure by primary insiders and persons closely associated with them. This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.

ABG Sundal Collier ASA and Carnegie AS are acting as joint global coordinators and joint bookrunners in the IPO, and Joh. Berenberg, Gossler & Co. KG is acting as joint bookrunner in the IPO (collectively, the "Managers"). Advokatfirmaet Thommessen AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For further queries, please contact:

Gustav Line, CEO

Email:gustav.line@smartcraft.no

+47 952 67 104

Kjartan Bø, CFO

Email:kjartan.bo@smartcraft.no

+47 410 27 000

ABOUT SMARTCRAFT

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 94% 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.

IMPORTANT INFORMATION

This information does not constitute or form part of any offer or solicitation to purchase or subscribe for securities of the Company, in the United States or in any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Company and the Managers.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release 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.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the offering and/or the contents of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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

Gustav Line

CEO
 

Tel:+47 952 67 104

gustav.line@smartcraft.no
 

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 94% 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.