SmartCraft ASA – Resolution to increase the share capital
SmartCraft ASA | Total number of voting rights and capital
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SmartCraft ASA – Resolution to increase the share capital
Oslo, 5 July 2021. Reference is made to the announcement made on 2 July 2021 whereby SmartCraft ASA ("SmartCraft" or the "Company", OSE ticker code "SMCRT") announced the end of stabilisation and partial exercise of greenshoe option.
Today, 5 July 2021, the Company's board of directors has, based on an authorisation granted to it by the extraordinary general meeting of the Company held on 25 May 2021, resolved to increase the Company's share capital with NOK 38,073.21 by issuance of 3,807,321 new shares, each with a nominal value of NOK 0.01, for a subscription price of NOK 17.80 per shares (equal to the offer price in the Company's initial public offering of shares (the "IPO")) to ABG Sundal Collier ASA ("ABGSC") following ABGSC's partial exercise of the greenshoe option granted by the Company in connection with the IPO.
Following registration of the share capital increase with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), the Company's share capital will be NOK 1,710,166.87, divided into 171,016,687 shares, each with a nominal value of NOK 0.01
ABGSC and Carnegie AS acted as joint global coordinators and joint bookrunners in the IPO, and Joh. Berenberg, Gossler & Co. KG acted 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.