Transcendent Group’s offering was substantially oversubscribed – trading in the share on Nasdaq First North Premier Growth Market commences on Tuesday, October 22.

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE NOT WOULD BE COMPATIBLE WITH APPLICABLE REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Transcendent Group AB (publ) ("Transcendent Group" or the "Company"), a fast-growing consulting company specializing in Governance, Risk and Compliance (“GRC”), today announce the outcome of the Offering in connection with the listing. The Offering attracted very strong interest and was subscribed by approximately 175 percent included cornerstone investor and by approximately 215 percent excluded cornerstone investor. The Company adds about 3 150 new shareholders. 

Offering Summary

• The price per share in the Offering was SEK 31, corresponding to a total market value of the Company’s shares of approximately SEK 200 million upon completion of the Offering.*
• The Offering comprised of 1 612 904 shares of which 645 162 shares were offered by principal owners corresponding to approximately SEK 20 million, and 967 742 shares were offered by the Company that render approximately SEK 30 million in gross proceeds before deduction of transaction costs.
• The principal owners** hold a total of approximately 57.4% of the number of shares after the Offering.
• Swedbank Robur Microcap hold a total of approximately 9% of the number of shares after the Offering.
• Trading in the shares in Transcendent Group on Nasdaq First North Premier Growth Market will commence on 22 October 2019 under the ticker “TRG”.

Transcendent Group in short:

Transcendent Group is a fast-growing specialist-company within Governance, Risk and Compliance, also named GRC. Transcendent Group tailor make solutions to ensure its clients security in a world in constant change with increasing operational risks, regulatory requirements and an increased demand for professional governance. The Company successfully recruits experienced coworkers, primarily with previous experience from large global audit companies.

Transcendent Group has had a strong historical growth with proven ability to generate profitability. During the year of 2018 the Company generated a turnover of SEK 181 million with an annual growth rate of approximately 23 %. Transcendent Group sees a great potential for further growth and a marginal-expansion thru international expansion and the new business area RegTech which includes innovative SaaS*** products within GRC.

Transcendent Group’s growth strategy is to expand both on established markets and internationally by geographical expansion to markets with a high demand for GRC-services. The geographical expansion in combination with service- and product development creates a good foundation for sustainable growth.

Martin Malm, CEO Transcendent Group, comments: 

“We are proud with the large number of people that wants to take part in our journey, and we are humbled by the trust that has been placed in us. Transcendent Group is a value-driven company which, through its culture, differentiates itself on the GRC market and thereby attracts experienced employees whom in turn attract clients. The significant interest in our listing and offering illustrates the markets’ belief in our business and strategy. Now, we will realize our efforts and increase the growth pace through additional establishments on current and new markets, and through the development of digital products and services within the business area RegTech. The listing is an opportunity to take part of this exciting journey in a public environment, and we welcome all our new shareholders and look forward to delivering on their confidence.”

Advisors

Avanza Bank is the financial advisor. KANTER law-firm is the legal advisor to the Transcendent Group.

About Swedbank Robur MicroCap

One of Scandinavia’s largest mutual fund managers with over SEK 1400 billion of assets under management (AUM) that serves approximately 3.1MM customers in Sweden and 1.1MM in the Baltic Region. Altogether there are approximately 80 investment funds under the Swedbank Robur brand covering all major regions, sectors and asset classes. A few of the funds have a strategy to invest in unlisted companies in a pre-IPO phase. The Microcap fund are one of them.

Microcap fund – was launched in May 2017 and is a concentrated fund which focuses on companies with business models that showcase a high degree of business innovation in the Nordic region.

Registration of trading at the Swedish Financial Supervisory Authority

Principal Owners has, as stated in the Prospectus, chosen to offer existing shares within the Offering. In addition, the Principal Owners will, for technical reasons, lend shares to Avanza during the period until the new shares has been registered for delivery of shares to those who have subscribed for shares. These transactions will be registered in the Swedish Financial Supervisory Authority’s transparency register. Prior to the Offering, persons discharging managerial responsibilities has chosen to move shares between different accounts or to wholly owned companies which also will be visible at the transparency register. Those of the persons that have subscribed for shares in the IPO and discharge managerial responsibilities will also be visible at the transparency register.

No additional shares than stated in the Prospectus have been sold and all lock-up agreements applies unchanged.

For more information, please contact:

Martin Malm, CEO Transcendent Group
Martin.Malm@transcendentgroup.com
+46 73 335 94 26
 

Important information

This information is such information that Transcendent Group is required to disclose under the EU Market Abuse Regulation. The information was submitted for publication on October 16, 2019, at the time 15.00 CEST of the above contact person.

This announcement is not an offer or invitation to subscribe, acquire or in another way trade with shares or other financial instruments issued by the Company. Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Transcendent Group AB (publ) following approval and registration by the Swedish Financial Supervisory Authority (the “SFSA”). This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the SFSA of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.

In relation to each member state of the EEA, other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Commission Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or in the United States of America or in other jurisdiction where such offer or sale would be unlawful or subject to legal restrictions or require registration or other measures other than those required by Swedish law. The Company has not taken and will not take any actions to allow an offer to the public in any jurisdiction other than Sweden. The 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, subscribed, sold or transferred, directly or indirectly, in or into the United States. Measures in violation of the restrictions may constitute a breach of applicable securities law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to persons 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 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

Forward-looking statements

Matters discussed in this communication 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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this communication 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 communication.

*The total number of shares amounts to 6 465 542 shares after the Offering

**Group-CEO Martin Malm, Board Member Magnus Juvas, Sweden-CEO Martin Bohlin and Chariman of the Board Håkan Berg.

***Software as a Service, a cloud service that provides software online.