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 June 2020) Reference is made to the stock exchange announcement from Kahoot! AS (“Kahoot!” or the “Company”) published earlier today regarding a contemplated private placement in the Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully completed, raising approximately NOK 852 million in gross proceeds through the allocation of in total 24 million shares in the Company at a price of NOK 35.5 per share (the “Private Placement Shares”). The Private Placement took place through an accelerated bookbuilding process managed by ABG Sundal Collier ASA, Arctic Securities AS and Goldman Sachs International (collectively, the “Managers”) as joint bookrunners after close of market today, on 10 June 2020. The Private Placement attracted very strong interest from high quality institutional investors in Norway and internationally and was multiple times over-subscribed. On this basis, the transaction was upsized from 21 million shares at launch to 24 million shares.
Out of the total transaction, 7.5 million Private Placement Shares are new shares to be issued by the Company raising gross proceeds of approximately NOK 266 million to the Company, approximately 3.7 million Private Placement Shares are shares issued following exercise of fully vested employee options, and approximately 12.8 million Private Placement Shares are existing shares sold by existing shareholders.
Completion of the Private Placement and the issuance of the new shares in connection with the Private Placement Shares were resolved by the Company’s Board of Directors (the “Board”) at a board meeting held earlier today, pursuant to authorisations given at the Company’s Annual General Meeting held on 8 June 2020.
The Company intends to use the net proceeds from the sale of new shares in the Private Placement (i.e. net of transaction costs and employer’s contributions triggered by the option exercise) to further grow the Company by continuing to expand its offering in all segments, and selectively pursue value-creating M&A opportunities. Kahoot! is experiencing strong momentum and accelerated adoption as organisations increasingly seek engaging, trustworthy and user-friendly ways to build culture, educate and interact.
The Company’s share capital following the Private Placement will be NOK 39,949,026.30 divided into 399,490,263 shares, each with a nominal value of NOK 0.10.
The Private Placement Shares will be settled by the Managers through a delivery versus payment transaction on a regular T+2 basis by existing and unencumbered shares in the Company. New shares to be issued by the Company will be settled towards investors with shares made available pursuant to a share lending agreement between ABG Sundal Collier ASA (on behalf of the Managers), Datum AS and the Company. The shares delivered to the investors will thus be tradable from allocation. ABG Sundal Collier ASA will settle the share loan with the new shares issued by the Company. Notifications of allocation are expected to be sent by the Managers on or about 11 June 2020.
Completion of the Private Placement implies a deviation from the existing shareholders’ pre-emptive rights to subscribe for and be allocated new shares. The Board of Directors is of the opinion that the Private Placement complies with the equal treatment obligations under the continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs’ Circular no. 2/2014, in particular due to the fact that the share issuance being carried out as a private placement enables the Company to widen its shareholder base and to complete a transaction in an efficient manner and that the number of new shares issued under the Private Placement implies a limited dilution of existing shareholders. On this basis, and based on an assessment of the current equity markets, the Company’s 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 were deviated from. The Company will not conduct a subsequent repair offering.
The following primary insiders have been allocated Private Placement Shares in the Private Placement at a subscription price of NOK 35.5 per share:
– Eilert Hanoa, CEO of Kahoot!, has through his wholly owned company AS Real-Forvaltning subscribed for and has been allocated 281,690 shares in the Private Placement. Following the Private Placement, Eilert Hanoa and his related parties will own 36,208,910 shares in the Company.
– Northzone VII L.P., the second largest shareholder of the Company, who is represented on the board of directors by Michiel Kotting, has subscribed for and has been allocated 1,300,000 shares in the Private Placement. Following the Private Placement, Northzone VII L.P., will own 48,033,280 shares in the Company.
The following primary insiders have sold shares in the Private Placement:
– Creandum III L.P., who is represented on the board of directors by Fredrik Cassel, has sold 6,000,000 shares (i.e. 18.11% of their shareholding) in the Private Placement and following the Private Placement, Creandum III L.P. will own 27,133,260 shares in the Company.
– KAM Holding AS, a company owned by the former Kahoot! CFO and primary insider Martin Kværnstuen, has sold 6,789,225 shares in the Company. In addition, Martin Kværnstuen has sold 712,500 shares acquired by the exercise of vested employee options exercised at a strike price of NOK 1,6667 per share. Following the Private Placement, Martin Kværnstuen and his related parties will own 7,547,835 shares in the Company.
– Morten Versvik, CTO of the Company, has sold 450,000 shares acquired by the exercise of vested employee options exercised at a strike price of NOK 1,6667 per share. Following the Private Placement, Morten Versvik and his related parties will own 12,962,076 shares and 450,000 options in the Company.
– Åsmund Furuseth, CPO of the Company, has sold 300,000 shares acquired by the exercise of vested employee options exercised at a strike price of NOK 1,6667 per share. Following this transaction, Åsmund Furuseth and his related parties will own 8,256,000 shares and 300,000 options in the Company.
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: +47 928 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 every child, student and employee to unlock their full learning potential. Our game‐based learning platform makes it easy to create, share and play learning games driving compelling engagement. In addition, our family of apps takes math learning to a new level and empowers children to learn to read through play. Launched in 2013, Kahoot!’s vision is to build the leading learning platform in the world. Over the past 12 months, 218 million games were played on the Kahoot! platform with 1.3 billion participating players in 200 countries. The company is headquartered in Norway with offices in the US, the UK, France and Finland. Let’s play!
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Important information: 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 to 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.
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 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 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 forward-looking statements.