NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
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.
(Oslo, 10 May 2021): Kahoot! ASA ("Kahoot!" or the "Company") has retained ABG
Sundal Collier ASA and Goldman Sachs International as Joint Global Coordinators
and Joint Bookrunners (collectively, the "Managers") in connection with a
private placement of up to 25 million new shares to be issued by the Company
(the "Offer Shares") after close of trading on the Oslo Stock Exchange today
(the "Private Placement").
The Company intends to use the net proceeds from the issuance of the Offer
Shares (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.
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, has indicated their interest to participate and would
be allocated at least their pro rata share of the Private Placement.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The Company has received indications of demand well exceeding the size of the
Private Placement from a wallcrossing exercise conducted today ahead of the
launch of the Private Placement.
The offer price in the Private Placement will be determined by the board of
directors of the Company (the "Board") following an accelerated bookbuilding
process. The bookbuilding and application period for the Private Placement
commences today, on 10 May 2021 at 16:30 CEST, and is expected to close on 11
May 2021 at 08:00 CEST. The Company, after consultation with the Managers,
reserves the right to at any time and in its sole discretion close or extend the
application period. If the bookbuilding is shortened or extended, the other
dates referred to herein may be changed correspondingly.
Completion of the Private Placement by delivery of the Offer Shares is subject
to (i) the approval by the Board of the Private Placement including the Board
resolving to issue the Offer Shares pursuant to an authorisation to increase the
share capital granted by the Company's extraordinary general meeting held on 14
January 2021, (ii) the placement agreement entered into by the Managers and the
Company on 10 May 2021 not being terminated by the Managers in accordance with
the terms thereof, and (iii) a share lending agreement between the Managers, the
Company and Datum AS facilitating settlement having been executed.
The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to notification of
Allocation of the Offer Shares. Neither the Company nor the Managers will be
liable for any losses incurred by investors if the Private Placement is
cancelled and/or modified, irrespective of the reason for such cancellation.
Allocation of the shares in the Private Placement will be determined at the end
of the application period, and final allocation will be made by the Board in its
sole discretion, following advice from the Managers. Settlement of the Private
Placement will be on a delivery versus payment basis in accordance with a
regular T+2 cycle. The settlement 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 AS pursuant to a share lending agreement
between such parties and the Company. The shares will thus be tradable from
allocation. The Managers will settle the share loan with new shares in the
Company to be issued by resolutions of the Board pursuant to authorisations
given by an extraordinary general meeting on 14 January 2021.
The Company will announce the exact number of shares to be issued and sold in
the Private Placement through a stock exchange notice expected to be published
before opening of the trading on Oslo Stock Exchange11 May 2021.
Subject to completion of the Private Placement, the Company has agreed to 90
days lock-up period, subject to customary exceptions.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act, the Norwegian Securities Trading Act and 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, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. By structuring the transaction as a private
placement, the Company will be in a position 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. In addition,
the Private Placement is subject to marketing through a publicly announced
bookbuilding process and a market-based offer price should therefore be
achieved. The Board also aims to widen and strengthen the Company's shareholder
base by completing the transaction as a private placement. Furthermore, the
number of Offer Shares to be issued in connection with the contemplated Private
Placement will imply a limited dilution of existing shareholders. On this basis
and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company and
its shareholders. As a consequence of the private placement structure, the
shareholders' preferential rights to subscribe for the Offer Shares will be
Advokatfirmaet Thommessen AS is legal advisor to the Company in connection with
the Private Placement.
For further information, please contact:
Eilert Giertsen Hanoa, CEO
Phone: +47 928 32 905
Ken Østreng, CFO
Phone: +47 911 51 686
About Kahoot! AS
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 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
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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