NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
This announcement does not constitute an offering circular, prospectus or other offer documents. No one should purchase or subscribe for any securities in SameSystem A/S (“SameSystem” or the “Company”) except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market Denmark (“First North Premier”), which is available on the Company’s website.
Company Announcement No. 3-2021
Copenhagen, June 10, 2021
SameSystem has decided to lower the pre-money valuation of the Company from DKK 375m to DKK 275m, despite that the Offering has already been fully subscribed and a solid oversubscription is expected. The decision has been made with counseling from its Financial and Certified Adviser, Grant Thornton, Pre-subscriber, BankInvest, and Pre-subscriber and Existing Shareholder, Fundamental Invest. The lowering of the valuation is done in order to accommodate the most attractive conditions for new investors in the light of recent market trends on Nasdaq First North Growth Market Denmark and Nasdaq First North Premier Growth Market Denmark.
Due to the lowering of the valuation, the closing of the subscription period is extended from June 11, 2021, 23:59 (CET) to June 22, 2021, 23:59 (CET), cf. Section 18.9 in the Prospectus published on May 31, 2021. First day of trading is expected to be on June 30, 2021.
It should be emphasized that there are no changes to the Company, its operations, its product, its organization, its expectations for the future, the use of proceeds or any other matters regarding the Company other than the pre-money valuation. The size of the Offering in terms of the number of Offer Shares will be adjusted to the extent that the gross proceeds from the Offering of DKK 75,000,000 will remained unchanged.
Lowering the pre-money valuation of the Company is considered a significant new factor that may affect the assessment of the securities, and every significant new factor relating to the information included in a prospectus which may affect the assessment of the securities, and which arises between the time when the prospectus is approved and the closing of the offer period, shall be mentioned in a supplement to the prospectus without undue delay, cf. Article 23 (1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the Prospectus Regulation).
An addendum (Addendum B) describing the pre-money valuation, price amendment, number of Offer Shares and the consequent amendments to the Prospectus published on May 31, 2021 will be submitted for approval with the Danish Financial Supervisory Authority on June 11, 2021. The Danish Financial Supervisory Authority has a maximum of five working days to approve Addendum B, cf. Article 23 (1) of the Prospectus Regulation.
From the publication of both Addendum A and Addendum B, investors who have already applied to purchase or subscribe for the securities before respectively Addendum A and Addendum B is published have the right, exercisable within three working days after the publication of both Addendum A and Addendum B to withdraw their application. Rights of withdrawal is further described in Addendum A. Should the investor not withdraw the application within three trading days after the publication of Addendum A nor three trading days after the publication of the price amendment that will be stated in Addendum B, the submitted subscription application for the specified number of Offer Shares is binding with the new offer price. If the submitted subscription application instead specifies an order amount, the order is binding at the specified amount with a new number of Offer Shares adjusted for the new offer price, rounded down to the nearest number of Offer Shares.
Until a new subscription form is published with Addendum B, investors are still able to apply for subscription of Offer Shares by submitting the subscription form in the Prospectus. The new price of the Offer Shares will automatically apply regardless whether the investor specifies an order amount or a number of Offer Shares in the submitted subscription form.
CONTACT INFORMATION
SameSystem A/S
Henrik Salicath, CEO
Mobile (+45) 81 45 26 10
Email Henrik.salicath@samesystem.com
SameSystem A/S
Ballerupvej 62, 3500 Værløse, Denmark
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton,
Stockholmsgade 45, 2100 Copenhagen Ø, Denmark
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by SameSystem A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in SameSystem A/S except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market Denmark which is available on the Company’s website.
Neither the existing shares of SameSystem A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (“Securities Act”). Neither the existing shares nor the Offer Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company’s anticipated or planned financial and operational performance. The words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “would”, “could”, “should”, “continues”, “estimates” or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.
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