NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Kahoot! - Disclosure of shareholding and mandatory notifications of trade
Reference is made to the stock exchange releases dated 1 December 2020 regarding a contemplated secondary placing (the “Placing”) in Kahoot! AS (the “Company” or "Kahoot!").
Northzone VII L.P. (“Northzone”) has sold 24,033,280 shares in Kahoot!, representing 5.4% of the share capital in the Company, at a price of NOK 61 per share. After the transaction, Northzone owns 24,000,000 shares, representing 5.4% of the share capital in the Company.
Further, Creandum III LP (“Creandum”) has sold 3,550,832 shares in Kahoot!, representing 0.8% of the share capital in the Company, at a price of NOK 61 per share. After the transaction, Creandum owns 20,000,000 shares, representing 4.5% of the share capital in the Company.
Northzone and Creandum (together, the “Vendors”) are represented on the Board of Directors in Kahoot!. The Vendors have entered into a customary lock-up agreement for its remaining shares in the Company lasting until 31 March 2021.
Eilert Hanoa, CEO of Kahoot!, has through his wholly owned company Glitrafjord AS purchased 2,500,000 shares in Kahoot! in the Placing. Following this transaction, Eilert Hanoa owns 39,208,910 shares in the Company (equivalent to 8.8%) through AS Real-Forvaltning and its wholly-owned subsidiary Glitrafjord AS. In addition, a person closely related to Eilert Hanoa owns 400,000 shares in Kahoot!.
SoftBank Group Corp. ("SoftBank") has through a fund managed by SB Management, a 100% directly owned subsidiary of SoftBank purchased 5,000,000 shares in Kahoot! in the Placing. Following this purchase, SoftBank owns 48,000,000 shares in Kahoot!, equivalent to 10.8% of the shares in the Company. The Company has waived SoftBank's obligations under the 6 months stand-still agreement effective from the private placement completed on 13 October 2020 to allow for this purchase.
The shares were sold and purchased through an accelerated bookbuilding process managed by ABG Sundal Collier ASA and Goldman Sachs International (the “Joint Bookrunners”).
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Vendors do not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Vendors nor the Joint Bookrunners assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Joint Bookrunners are acting for the Vendors and no one else in connection with the above- mentioned transaction and will not be responsible to anyone other than the Vendors for providing the protections afforded to their respective clients or for providing advice in relation to the above-mentioned transaction and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.