NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.
Kahoot! AS (the “Company”) today announces that it today has carried out a private placement of 7,750,000 shares (the “Offer Shares”) (the “Private Placement”). 1,750,000 of the shares offered in the Private Placement is a sale of shares following exercise of fully vested employee options. The transaction was 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 price in the Private Placement was NOK 38.00 per share.
Kahoot! AS has recently received considerable investor demand and was on 21 October 2019 approached with an investment offer by a consortium of Nordic and international investors. The Company chose to accept the offer as it sees strategic value creative opportunities and engaged ABG Sundal Collier ASA and Arctic Securities AS (the “Managers”) to manage the process.
Through the Private Placement, the Company raised approximately NOK 228 million (approximately USD 25m) in gross proceeds from the issuance of new shares to investors and approximately NOK 8.8 million (approximately USD 0.95m) from the exercise of employee options. The net proceeds from the Private Placement will be used to further grow the Company, including allowing the Company to pursue value-creating non-organic opportunities.
In addition to the 1,750,000 option shares comprised by the private placement, another 20,000 share options have been exercised. The issuance of the Offer Shares and the 20,000 additional option shares was resolved by the Company’s Board of Directors in accordance with authorisations granted by Company’s Annual General Meeting held on 28 June 2018. The Company’s share capital following the Private Placement will be NOK 12,935,949.60 divided into 129,359,496 shares, each with a nominal value of NOK 0.10.
The Private Placement will be settled with existing and unencumbered shares in the Company, 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 subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company.
The Board 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 (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and underwriting commissions are avoided, and (iii) the Company’s shareholder base is strengthened by increased ownership among large institutional investors. On this basis, and based on an assessment of the current equity markets, the Company’s Board of Directors 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 participate in the sale of employee option shares with 200,000 shares each CEO Åsmund Furuseth, CFO Martin Kværnstuen and CTO Morten Versvik. All shares had a strike price of NOK 5 per share. Subsequent to the transaction, Åsmund Furuseth will own 3,052,000 shares through Newbrott AS and 200,000 share options, Martin Kværnstuen will own 4,779,020 shares through KAM Holding AS and 300,000 options and Morten Versvik will own 4,620,692 shares through Versvik Invest AS and 300,000 options.
About Kahoot! AS
Kahoot! is a global learning platform that makes it easy to create, share and play games or trivia quizzes. Kahoot! is used in different settings – in schools, corporations, social settings and cultural events. In 2018, Kahoot! had over one billion participating players in more than 200 countries. Kahoot! is on a mission to make learning awesome and build the leading learning platform in the world that connects its users to premium content and features. The company is headquartered in Norway.
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 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.
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 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.
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