NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Reference is made to the stock exchange announcement published by Napatech A/S (the "Company") on May 26, 2025, regarding the launch of a private placement of new shares in the Company through an accelerated book-building process (the "Private Placement").
Following closing of the bookbuilding period, the Company is pleased to announce that the Private Placement has been successfully completed, and that its Board of Directors (the "Board") has allocated 10,000,000 new shares (the "New Shares") at a subscription price of NOK 20 per New Share (the "Subscription Price"), raising NOK 200 million in gross proceeds.
The Private Placement was significantly oversubscribed and attracted interest from high-quality accounts, as well as receiving strong support from existing shareholders.
ABG Sundal Collier ASA, DNB Carnegie, a part of DNB Bank ASA and SpareBank 1 Markets AS (together, the "Managers") acted as managers in connection with the Private Placement.
The net proceeds to the Company from the Private Placement will be used to support the Company's path to profitability, by providing sufficient working capital to scale once volume orders materialize.
The following primary insiders and close associates were allocated New Shares:
- Verdane Capital VIII K/S, a close associate to Chairman Christian Jebsen, was allocated 300,000 New Shares
- HST Invest AS, a close associate to CEO Lars Boilesen, was allocated 100,000 New Shares
- COO Henrik Brill Jensen, was allocated 25,000 New Shares
Settlement of the New Shares is expected to take place on or about 30 May 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a share lending agreement entered into between the Company, the Managers and an existing shareholder (the "Share Lender"). The New Shares will thus be tradable from allocation, expected from and including 27 May 2025.
Based on Article 5.2 in the Company's Articles of Association pursuant to which the Board is authorised to increase the share capital without pre-emption rights for existing shareholders pursuant to the authorisation granted to the Board by the general meeting held on 24 April 2025, the Board has resolved to issue the 10,000,000 New Shares, all of which will be subscribed by the Managers and, once issued, will be delivered to the Share Lender as settlement of shares borrowed in relation to settlement of the Private Placement.
Notification of allocation, including settlement instructions, are expected to be distributed by the Managers on or about 27 May 2025.
Following registration of the share capital increase pertaining to the New Shares with the Danish Business Authority, the Company will have a share capital of DKK 27,513,470 divided into 110,053,880 shares, each with a par value of DKK 0.25.
The Private Placement represents approximately 9.99% of the current registered share capital before the Private Placement and approximately 9.09% of the registered share capital post the Private Placement.
The New Shares will rank pari passu in all respects with the existing shares in the Company. The New Shares will be negotiable instruments and no restrictions will apply to their transferability.
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the New Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is 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 was able to raise equity efficiently, with a higher subscription price compared to a rights issue, at a lower cost and with a significantly reduced completion risk compared to a rights issue. Further, it was of particular importance to reduce the completion risk as the net proceeds from the Private Placement will be used to finance growth opportunities. 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 was 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 New Shares was deviated from pursuant to the Board Authorization.
The Board has considered whether a subsequent repair offering should be carried out in conjunction with the Private Placement, but has resolved not to proceed with such subsequent offering. In this respect, the Board has considered that a substantial number of existing shareholders in the Company participated in and were allocated shares in the Private Placement. Hence, the Board has considered that the Private Placement represents a limited dilution to the shareholders who were not eligible to participate in the Private Placement. In addition, the Subscription Price of NOK 20 per New Share represents the closing price on Friday 23 May 2025 being the last trading day prior to the Company's Q1 announcement where the intention of a capital raise of up to 10 million shares was referenced. The Board is therefore of the opinion that a subsequent repair offering will be of limited benefit to the Company and the Company's remaining shareholders, and that a subsequent repair offering is not justifiable considering the costs associated with such transaction.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in connection with the Private Placement.
For additional information, please contact:
Lars Boilesen, CEO
Phone: +45 45961500
E-mail: larsb@napatech.com
or
Heine Thorsgaard, CFO
Phone: +45 4596 1500
E-mail: htg@napatech.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Heine Thorsgaard, CFO on the time and date provided.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an 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.
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 "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 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 Securities Act.