TECHSTEP ASA – Underwritten contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. This announcement is not a prospectus and does not constitute a public offer of any of the securities described herein.
Techstep ASA ("Techstep" or the "Company") today announces a contemplated private placement of NOK 30 million by issuing up to 2,777,777 new ordinary shares in the Company (the "Offer Shares") (the "Private Placement").
Techstep has retained Arctic Securities AS as sole manager and bookrunner (the "Manager") to advise on and effect the contemplated underwritten Private Placement.
The price per Offer Share (the "Offer Price") is set to NOK 10.80 per share. The final number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") on the basis of an accelerated book-building process to be conducted by the Manager.
The Private Placement is fully underwritten and the Company has entered into an underwriting agreement with Datum AS, Karbon Invest AS and Valset Invest AS (the "Underwriters") securing NOK 30 million in gross proceeds from the Private Placement at the Offer Price.
In addition, Datum AS (holding 18.45% of the outstanding shares in the Company) and Karbon Invest AS (holding 13.82% of the outstanding shares in the Company), have pre-committed to minimum subscribe for their pro-rata share of the Private Placement, and Valset Invest AS has pre-committed to subscribe for NOK 8 million of the Private Placement.
The net proceeds from the Private Placement will be used for capex needed to develop and accelerate the efforts towards newly signed agreements, strengthening the Company’s liquidity buffer as well as other general corporate purposes.
In connection with the Private Placement, Techstep has revised its financial ambitions for 2024 and 2025 in view of the time to ramp up and accelerate the scalable business with key partners and customers. For further information, please see the enclosed investor presentation.
The book-building period will commence immediately, today 9 October 2024 at 16:30 hours CEST and will close on 10 October 2024 at 08:00 CEST. The Company may, however, at any time shorten or extend the book-building period at its discretion and on short or without notice. If the book-building period is shortened or extended, the other dates in this message may be changed accordingly. The Company reserves the right to cancel the Private Placement at any time and for any reason without giving prior notice or reasoning. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
Allocations will be made at the sole discretion of the Board, in consultation with the Manager. The allocation will be based on criteria such as (but not limited to) pre-indications/pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, price leadership, relative order size, sector knowledge, investment history and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any applications, in whole or in part. The Board and the Manager further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated Offer Shares. Notification of allocation is expected to be sent to the applicants by the Manager on or about 10 October 2024.
The Private Placement will be directed towards Norwegian and international investors, including existing Company shareholders and new investors, in each case subject to applicable exemptions from relevant prospectus, filing or other registration requirements. The minimum application and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000, provided, however, that the Company may, in its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Regulation (EU) 2017/1129 and ancillary regulations, are available.
The completion of the Private Placement is subject to approval by the Board. Further to this, completion of the Private Placement is subject to: (i) the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the application period and to increase the share capital of the Company by the issuance of the Offer Shares pursuant to the authorization granted by the Company's general meeting on 29 May 2024 and (ii) that the allocated Offer Shares having been fully paid, validly issued (by way of registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and registration of the New Shares in VPS.
Settlement of the Offer Shares to the investors in the Private Placement is expected to take place on or about 14 October 2024 on a delivery-versus-payment basis. Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Oslo Børs to be borrowed from Datum AS, pursuant to a share lending agreement entered into between the Company, the Manager and Datum AS. The Offer Shares delivered to the subscribers will thus be tradable on Oslo Børs from the applicants receipt of the notification of allocation. The share lending will be settled with new shares in the Company to be issued by the Board pursuant the authorization granted by the Company's general meeting on 29 May 2024.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, Oslo Børs' Circular no. 2/2014, Euronext Oslo Rule Book II and the Public Limited Liability Companies Act, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company has considered a rights issue instead of a private placement. The Company is of the opinion that a rights issue would have to be on a fairly significant discount, and guaranteed by a consortium of underwriters which would also be an added cost for the Company.
In summary, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue. As a consequence of the private placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be proposed deviated from. Notwithstanding the above, the Board will consider carrying out a subsequent repair issue directed towards shareholders that were not allocated shares in the Private Placement.
Arctic Securities AS is acting as sole manager and bookrunner in connection with the Private Placement. AGP Advokater AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Morten Meier, CEO, Techstep ASA: +47 970 57 717
Ellen Solum, CFO, Techstep ASA: +47 976 66 717
About Techstep
Techstep is a mobile & circular technology company, enabling organisations to perform smartly, securely, and sustainably by combining mobile devices, software and expertise to meet customers' business and ESG goals. We are a leading provider of managed mobility services in Europe, serving more than 2,100 customers in Europe with an annual revenue of NOK 1.1 billion in 2023. The company is listed on the Oslo Stock Exchange under the ticker TECH. To learn more, please visit www.techstep.io.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Cathrine Birkenes, Head of Sustainability and Compliance, on 9 October 2024 at 16:30 CEST.
IMPORTANT NOTICE:
This announcement is not a prospectus and does not form a part of any public offer to sell, or a solicitation of a public offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.
In any EEA Member State, 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 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release, in particular regarding the Company’s new financial targets, are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of their 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Manager and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.