Not for publication or distribution, in full or in part, directly or indirectly, in Canada, Australia, Japan or the United States
This information may, neither in full nor in part, nor directly or indirectly, be included, forwarded or distributed to Canada, Australia, Japan or the United States or into any jurisdiction in which such distribution is unlawful. This announcement does not constitute an offer to buy, subscribe for or sell securities in SmartGuy Group A/S (the "Securities") in Canada, Australia, Japan or the United States or in any other jurisdiction. The securities will not be offered and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered and does not intend to register any portion of the offering in the United States or to make a public offering of the Securities in the United States.
This announcement does not constitute a public offering of the Securities. Subscription for the Securities can take place solely on the basis of the published prospectus. A public offering is only made in Denmark.
SmartGuy Group A/S prices its share offering at DKK 2.40 per share
SmartGuy Group A/S (the "Company") has fixed its offering price for new shares at a price of DKK 2.40 per share in connection with the Company's offering of new shares (the "Offering") pursuant to the Company's prospectus dated November 8 2012 (the "Prospectus"). Terms defined in the Prospectus have been used in this announcement.
The offering was met with substantial interest from investors and the offering was considerably over-subscribed upon early closure of the offering at 5 pm on November 15 2012.
Nicolai Kærgaard, CEO of SmartGuy Group A/S, said:
“We are very pleased with the result of the offering and we’re delighted about the strong investor interest shown for SmartGuy and our growth strategy looking forward”.
The Offering consists of up to 51,000,000 new shares with a nominal value of DKK 1 each (the “Offering”), which is comprised of 45,000,000 new shares (the "New Shares") and up to 6,000,000 overallotment shares (the "Overallotment Shares”) pursuant to the Overallotment Option (the “Overallotment Option”) as described in the Prospectus.
The gross proceeds to the Company from the Offering of the New Shares before any exercise of the Over-allotment Option is DKK 108 million. If Handelsbanken Capital Markets chooses to exercise an overallotment option during a period of 30 calendar days, then the gross proceeds to the Company will be an additional amount of DKK 14.4 million resulting in total gross proceeds of DKK 122.4 million.
Following completion of the Offering, the free float, representing the portion of the share capital owned by new investors and Bestseller, will be approximately 25 % before an exercise of the Overallotment Option and approximately 27 % if the Overallotment Option is exercised in full.
Approximately 1,500 investors have been allocated New Shares in connection with the Offering.
The Board of Directors has received an allocation of 755,414 shares.
In total, board members, employees of the Company and business partners have received an allocation of shares corresponding to an amount of DKK 8.6 million.
Allocations for orders of more than DKK 2 million have been determined by the Company and the Global Coordinator on an individual basis.
Allocations for orders with amounts up to and including DKK 2 million have been made as follows:
- Orders for up to and including 10,000 shares, corresponding to DKK 24,000, have been allocated in full;
- Orders between 10,000 shares, corresponding to DKK 24,000, and 40,000 shares, corresponding to DKK 96,000, have been allocated full for the first 10,000 shares and 30 % of the remaining order, with the number of shares rounded down to the nearest whole number, and
- Orders for more than 40,000 shares, corresponding to DKK 96,000, have been allocated 19,000 shares and 15 % of the remaining order above 40,000 shares, with the number of shares rounded down to the nearest whole number.
Delivery against payment in cash in Danish kroner of the Offer Shares will take place on November 21 2012 (the Closing Date). Shares will be delivered to the investors' accounts with VP Securities A/S and through Euroclear Bank, S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A. under the existing listed ISIN code DK0060046522. Accordingly, investors will receive existing shares made available to the Global Coordinator under the Placing Agreement for the purpose of settlement of the Offering.
Registration of the capital increase related to the issuance of New Shares at Erhvervsstyrelsen is expected to take place on November 21 2012 with the first trading and official listing of the New Shares (excluding any Overallotment) in the existing ISIN code DK0060046522 expected to take place on November 23 2012.
Handelsbanken Capital Markets (a division of Svenska Handelsbanken AB (publ)), is acting as global coordinator of the Offering.
Questions regarding this announcement may be addressed to Nicolai Kærgaard, CEO, on mobile tel.: +45 26 22 99 11.
SmartGuy Group A/S
Bødkervej 5
DK-4450 Jyderup, Denmark
