NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
Mintra Holding AS: Private Placement successfully placed
Reference is made to the press release from Mintra Holding AS (“Mintra” or the “Company”) published on 22 September 2020 regarding a contemplated private placement (the “Private Placement”) and admission to trading on Merkur Market (the “Listing”).
The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 51,540,000 new shares in the Company (the “New Shares”) at a price of NOK 9.70 per share (the “Purchase Price”), raising gross proceeds of approximately NOK 500 million, and a secondary sale of 41,235,000 existing shares in the Company at the Purchase Price by existing shareholders (including current majority owner RCAF E-learning S.à r.l. - a company owned and controlled by investment vehicles advised by Riverside Partners L.L.C. and / or its affiliates (the “Selling Shareholders”) with gross proceeds of approximately NOK 400 million (“Secondary Shares”, and together with the New Shares, the “Offer Shares”).
The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was multiple times oversubscribed. Six cornerstone investors have purchased and been allocated Offer Shares for a total amount of NOK 340 million, including NOK 100 million from Nordea Investment Management, NOK 65 million from Berenberg Bank, NOK 50 million from Didner & Gerge Fonder, NOK 45 million from Aktia Asset Management, NOK 40 million from Consensus Asset Management and NOK 40 million from DNB Asset Management, respectively.
The net proceeds from the issue of the New Shares are expected to be used to accelerate organic growth, execute the company’s M&A plan, reduce debt leverage / financing payables and for general corporate purposes. The net proceeds from the sale of the Secondary Shares will be for the benefit of the Selling Shareholders.
Following the completion of the Private Placement, the largest shareholder RCAF E-learning S.à r.l. will own approx. 38% of the share capital of the Company, while the executive management team will own combined approx. 4.9%.
Members of the Company's management and board, as well as the Selling Shareholders, have entered into customary lock-up arrangements with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, sell or dispose of shares, as applicable, for a period of twelve or six months, respectively.
Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s Board of Directors’ resolution to proceed with the Private Placement and the approval from an extraordinary general meeting in the Company to be held shortly after the end of the application period for the Private Placement (the “EGM”) to issue the New Shares, (ii) the EGM resolves inter alia to merge the Company’s existing three share classes into one, new ordinary share class and reserve split of three existing shares into one share, following which there will be 134,392,837 shares each with a par value of NOK 0.03 prior to the issue of the New Shares, (iii) payment being received for the Offer Shares, (iv) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pertaining to the New Shares, and (v) the shares of the Company are recorded in the VPS. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
The Company will have 185,932,837 shares outstanding following the completion of the Private Placement.
Allocation to investors will be communicated on or about 25 September 2020. The Offer Shares are expected to be settled by the Managers on a delivery-versus-payment basis on or about 5 October 2020 following the registration of the new share capital pertaining to the New Shares in the Norwegian Registry of Business Enterprises and the recording of the Offer Shares in VPS. The delivery-versus-payment settlement of the New Shares in the Private Placement is facilitated by a pre-funding agreement to be entered into between the Company and the Managers.
The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, having its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 5 October 2020.
Advisors:
The Company has appointed Pareto Securities AS and SpareBank 1 Markets AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
For more information, please contact:
Scott Kerr, Chief Executive Officer
+47 992 83 890
Ian Mackie, Chief Financial Officer
+44 1224 651340
About Mintra:
Mintra Holding AS is the Norwegian registered parent of several operating companies in Norway, UK, UAE and Singapore, which comprise the Mintra Group, a leading provider of on-demand digital learning and enterprise HCM software solutions for safety-critical industries worldwide.
Our focus is to protect and improve businesses by protecting and improving their people.
From our headquarters in Bergen and offices in Oslo, Stavanger, Aberdeen, UAE, India and Singapore we provide services to 3,600 companies. For over 30 years our products have helped our customers with HR, planning, payroll, crew rotation and e-learning across industries as diverse as Energy, Maritime, Construction, Fishing and Wind Energy.
Mintra’s HCM software suite serves more than 170,000 seafarers on 1,800 maritime vessels throughout a complete scalable SaaS platform, complementary to our strong e-learning offering serving more than 3,600 corporate clients internationally across a variety of industries.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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.
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 of the European Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers 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 Managers and any of their affiliates acting as investors for their own accounts. The Managers 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.
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", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. 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 Private Placement and the contemplated admission to trading on Merkur Market may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Merkur Market will occur.
This announcement is for information purposes only. It does not purport to be complete, and it 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 their respective affiliates accepts any liability arising from the use of this announcement. The Company and 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 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.