NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER
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.
(Oslo, 10 May 2021) Reference is made to the stock exchange announcement from
Kahoot! ASA ("Kahoot!" or the "Company") earlier today regarding a contemplated
private placement of up to 25 million new shares (the "Offer Shares") in the
Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been
successfully completed, raising NOK 1.7 billion in gross proceeds through the
allocation of 25 million new shares at a price of NOK 68 per share. The Private
Placement took place through an accelerated bookbuilding process managed by ABG
Sundal Collier ASA and Goldman Sachs International (together, the "Managers") as
Joint Global Coordinators and Joint Bookrunners after close of market today, on
10 May 2021.
The Private Placement attracted strong interest from high-quality institutional
investors and the book was multiple times oversubscribed. The Company's largest
shareholder, SB Management Limited, a 100% directly owned subsidiary of SoftBank
Group Corp. ("SoftBank"), holding approximately 16% of the shares in the
Company, participated and have been allocated their pro rata share of the
Completion of the Private Placement and the issuance of the new shares in
connection with the Private Placement were resolved by the Company's Board of
Directors (the "Board") at a board meeting held earlier today, pursuant to an
authorisation given by the extraordinary general meeting on 14 January 2021. The
Company's share capital following the Private Placement will be NOK 47,268,951
divided into 472,689,510 shares, each with a nominal value of NOK 0.10.
The Company intends to use the net proceeds from the sale of new shares in the
Private Placement (i.e. net of transaction costs) to part-finance the
acquisition of Clever Inc. ("Clever") as announced on Thursday 6 May 2021.
Clever is a privately held California-based company that is one of the most
widely used digital learning platforms by U.S. K-12 schools.
Delivery versus payment settlement of the New Shares will be facilitated by
existing and unencumbered shares in the Company being borrowed by ABG Sundal
Collier ASA (on behalf of the Managers) from Datum Opportunity AS pursuant to a
share lending agreement between such parties and the Company. The shares
allocated in the Private Placement will thus be tradable from allocation. ABG
Sundal Collier ASA (on behalf of the Managers) will settle the share loan with
new shares in the Company to be issued pursuant to the resolution of the Board
referred to above.
Completion of the Private Placement implies a deviation from the preemptive
rights of the existing shareholders of the Company under the Norwegian Public
Limited Companies Act. When resolving the issuance of the New Shares in the
Private Placement, the Board considered this deviation and also the equal
treatment obligations under the Norwegian Securities Trading Act, the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment. The Board is of the opinion that there are sufficient grounds to
deviate from the preemptive rights and that the Private Placement is in
compliance with the equal treatment requirements. By structuring the transaction
as a private placement, the Company was able to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue, and strengthen
the Company's shareholder base. Further, the number of New Shares to be issued
in connection with the contemplated Private Placement implies a limited dilution
of existing shareholders. The Company will not conduct a subsequent repair
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in
connection with the Private Placement.
For further information, please contact:
Eilert Hanoa, CEO
Phone: +47 92 83 29 05
Ken Østreng, CFO
Phone: +47 911 51 686
Kahoot! is on a mission to make learning awesome! We want to empower everyone,
including children, students, and employees to unlock their full learning
potential. Our learning platform makes it easy for any individual or corporation
to create, share, and play learning games that drive compelling engagement.
Launched in 2013, Kahoot!'s vision is to build the leading learning platform in
the world. In the last 12 months, 279 million games have been played on the
Kahoot! platform with 1.6 billion participating players in more than 200
countries. The Kahoot! family also includes award-winning DragonBox math
learning apps, the Poio learn to read app, the Drops language learning apps, the
Actimo and Motimate employee engagement and corporate platforms and
Whiteboard.fi, the online whiteboard tool for all educators, teachers and
classrooms. The Kahoot! Group is headquartered in Oslo, Norway with offices in
the US, the UK, France, Finland, Estonia, Denmark and Spain. Let's play!
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 Ken Østreng, CFO at Kahoot!
ASA on 10 May 2021 at 23:45 CET behalf of the Company.
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 Company does 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.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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 not a prospectus for the purposes of the Prospectus
Regulation. Each of the Company, 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 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 issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions.
The Managers are acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
for providing the protections afforded to their respective clients or for
providing advice in relation to the Private Placement and/or any other matter
referred to in this release.
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
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