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ECIT today announces the terms of its offering of shares and subsequent listing on Euronext Growth Oslo.
Reference is made to the announcement by ECIT AS (“ECIT” or the “Company”) dated 5 May 2021 regarding the intention to launch a private placement of shares in the Company (the "Offering") and to list the Company’s shares on Euronext Growth Oslo (the “Listing”).
ECIT has today resolved to launch the Offering and, subject to approval of the listing application and a successful completion of the Offering, the first day of trading of the shares on Euronext Growth Oslo is expected to occur on or about 20 May 2021 under the ticker symbol “ECIT”.
The Offer Shares (as defined below) will be offered with an indicative price range of NOK 7.50 - 8.00, corresponding to a pre-money equity value of the Company of approximately NOK 2.9 - 3.1 billion.
The Offering will consist of i) a primary offering of NOK 400 million in new Class B shares (the "New Shares") to be issued by the Company and ii) a secondary offering of approximately 30 - 40 million existing Class B shares (the "Sale Shares"). The Sale Shares will be offered by a wide group of existing shareholders (the “Selling Shareholders”). There will also be an over-allotment option of up to approximately 10% of the total New Shares and Sale Shares allocated in the Offering (the "Additional Shares" and, together with the New Shares and the Sale Shares, the "Offer Shares").
The Company intends to use the net proceeds from the issuance of the New Shares to finance the Company's acquisition of approximately 15% of relevant minority interests in the Company's subsidiaries, future acquisitions and for general corporate purposes.
Two cornerstone investors, Paradigm Capital AG and Varner Kapital AS, have, subject to certain conditions, each undertaken to acquire and will be allocated Offer Shares for a minimum of NOK 200 million in the Offering (i.e., for a total amount of NOK 400 million) for a price per share of up to NOK 8.00. Furthermore, the Company’s founder, largest shareholder and CEO, Peter Lauring, has subscribed for and will be allocated Offer Shares for NOK 7 million in the Offering.
The Company is offering its employees and board members to participate in the Offering (the "Employee Offering"). The minimum application for each employee and board member in the Employee Offering is Offer Shares for NOK 10,000. There is no maximum application amount in the Employee Offering, but the Board of Directors reserves the right scale down any allocation. The Employee Offering will be on similar terms as the Offering, including price per share.
The Company is expected to grant Arctic Securities AS, as stabilisation manager, acting on behalf of the Managers, an option to subscribe for and have issued at the Offer Price a number of new Class B shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. Such option must be exercised by the Managers no later than the 30th day following commencement of trading on Euronext Growth Oslo. The stabilisation manager, on behalf of the Managers, may (but will be under no obligation to) effect stabilisation activities in accordance with the EU Market Abuse Regulation with supplemental rules, in a period of 30 days from the first day of trading on Euronext Growth Oslo in order to support the market price of the shares. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.
The Company, the Selling Shareholders and members of the Company's board of directors and management will enter into customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Joint Global Coordinators, issue, sell or dispose of shares, as applicable, for a period of six months for the Company and Selling Shareholders and 12 months for members of the Company's board of directors and management, after the commencement of trading in the shares on Euronext Growth Oslo.
The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company's board of directors may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement s set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, as implemented by the Norwegian Securities Trading Act, are available.
Timeline and offer period
The book building period in the Offering will commence today, 10 May 2021, at 09:00 CEST and close on 12 May 2021 at 16:30 CEST. The Company and the Managers reserve the right, at their own discretion, to extend or shorten the book building period at any time and for any reason without notice. If the book building period is extended or shortened the dates referred to herein might be changed accordingly.
Conditions of the Offering
The Company has applied for a listing on Euronext Growth Oslo. It is expected that the Oslo Stock Exchange will approve the listing application ahead of the anticipated date of the Listing.
Completion of the Offering is conditional upon i) necessary corporate resolutions by the Company required to consummate the Offering and allocate the Offer Shares, including final approval by the Board of the Offering and allocation of Offer Shares ii) Oslo Stock Exchange having approved the Listing (subject to completion of the Offering) and iii) the New Shares having been fully paid, validly issued and delivered in the VPS. The New Shares may be issued by the Board based on an authorisation for the Board to issue shares as granted by the Company's shareholders in the general meeting held on 16 June 2020. The Company may, in its sole discretion, in consultation with the Joint Global Coordinators, cancel the Offering, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
ABG Sundal Collier ASA and Arctic Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Offering and Listing (the “Joint Global Coordinators”). Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) is acting as Joint Bookrunner in respect to the offering (together with the JGCs the "Managers"). Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as legal counsel to the Managers.