NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
OSLO, NORWAY - April 7, 2016, Induct AS ("Induct" or the "Company", ticker INDUCT-ME) has raised minimum NOK 15 million in gross proceeds through private placements of minimum 1.5 million new shares (the "New Shares") at a price of NOK 10 per New Share (the "Private Placements"). To limit the dilutive effect of the Private Placements, the Company will also offer new shares in the Company (the "Offer Shares") in a subsequent offering (the "Subsequent Offering"), as further described below.
The Private Placements
The Private Placements are directed towards certain existing shareholders and creditors and selected external investors.
An amount of NOK 8 million has been raised by cash payment pursuant to an authorisation granted to the Board of Directors on 30 December 2015 (the "First Private Placement"). The New Shares issued under the First Private Placement will be listed on Merkur Market and delivered to the securities accounts of the subscribers as soon as practically possible after registration of the share capital increase in the Norwegian Register of Business Enterprises, expected on or about 18 April 2016.
In addition, an amount of up to NOK 10 million (NOK 9 million in conversion of debt and NOK 1 million in cash, whereof NOK 7 million is committed) will be raised in a private placement to be resolved in an upcoming general meeting, which will be held no later than Monday 18 April (the "Second Private Placement"). The completion of the Second Private Placement is conditional upon the approval by the upcoming general meeting. The New Shares to be issued under the Second Private Placement will be listed on Merkur Market and delivered to the securities accounts of the subscribers as soon as practically possible after registration of the share capital increase in the Norwegian Register of Business Enterprises, expected on or about 21 April 2016.
The Private Placement reduces the Company's debt, improves the Company's balance sheet and provides the Company with working capital.
The Board of Directors has considered various transaction structures to raise equity. Taking into account the need for funding, execution risk, cost, cash position of the Company, the debt conversion and timing implications of a rights issue, the Board of Directors has on the basis of careful considerations decided that the two Private Placements combined with a Subsequent Offering to be resolved on the Company's upcoming general meeting, is the structure that best protects the interests of the Company and its shareholders.
The Subsequent Offering
The Company will carry out a Subsequent Offering that will allow shareholders not participating in the Private Placements to maintain their relative shareholding in line with the shareholders participating in the Private Placements. The subscription price in the Subsequent Offering will be the same as in the Private Placement. The details of the Subsequent Offering will be set out in the notice for the upcoming general meeting, which is expected to be distributed on Friday 8 April. A separate stock exchange notice will be released in this regard.
The Company will prepare a registration prospectus to be filed with the Norwegian Register of Business Enterprises to give information about the Company and the Offer Shares (the "Prospectus").
For further information, please contact:
Alf Martin Johansen, Chief Executive Officer
+47 90 17 94 35
Based on eight years of collaboration with over 250 organizations, Induct offers innovation communities, delivered as "Software as a Service," that enable organizations to create, manage, track and measure the innovation process from idea creation through to final implementation and impact reporting. Induct enables its customers to connect with each other in larger networks to share best practices, while deploying and monetizing initiatives - all within a secure, collaborative, and access-controlled cloud-based network. Induct is listed on the Merkur Market list on the Oslo Stock Exchange with the ticker INDUCT-ME.
Induct: "Connecting Innovation Communities"