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! - Increase in size of the secondary placing of shares in Kahoot!
Further to the earlier announcement by Northzone VII L.P. (“Northzone”) and Creandum III L.P. (“Creandum”, together with Northzone, the “Vendors”) to explore the sale of approximately 20 million existing shares in Kahoot! AS (the “Company” or "Kahoot!"), representing 4.5% of the share capital in the Company (the "Placing"), the Vendors have decided to increase the amount of shares in the Placing to 27.5 million shares due to strong investor demand.
Eilert Hanoa, CEO of Kahoot!, will subscribe for 2.5 million shares in the Placing through his wholly owned company Glitrafjord AS. Prior to the Placing, Eilert Hanoa owns 36,708,910 shares in the Company (equivalent to 8.2%) through AS Real-Forvaltning and its wholly-owned subsidiary Glitrafjord AS.
Northzone currently holds 48,033,280 shares in the Company, representing 10.8% of the share capital in the Company. Northzone contemplates to sell approximately 24 million shares in the Placing.
Creandum currently holds 23,550,832 shares in the Company, representing 5.3% of the share capital in the Company. Creandum contemplates to sell approximately 3.5 million shares in the Placing.
A further announcement will be made following pricing of the shares in the Placing.
ABG Sundal Collier ASA and Goldman Sachs International are acting as 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Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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.