NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
GOFORE PLC STOCK EXCHANGE RELEASE INSIDE INFORMATION 22 APRIL 2021 AT 19:00 EET
Gofore Plc explores the conditions to carry out a directed share issue of up to 1,000,000 new shares and certain shareholders explore the conditions to sell a portion of their shareholdings
Gofore Plc (“Gofore” or the “Company”) explores the conditions to carry out a directed share issue of up to 1,000,000 new shares, corresponding to up to approximately 7.1 per cent of all shares in the Company prior to the Placing, by means of an accelerated bookbuilding (the “Placing”). In connection with the Placing, four largest shareholders of Gofore, who are also the founders of Gofore(the “Founders”), explore the conditions to sell a portion of their shareholdings in Gofore (the “Share Sale”). The Placing and Share Sale would be directed only to eligible Finnish and international institutional and other qualified investors.
The Placing will be carried out based on the authorisation granted to the Board of Directors by the Company’s Annual General Meeting of 26 March 2021. The subscription and purchase price and the total number of shares to be offered in the Placing and Share Sale will be determined based on offers received in the accelerated bookbuilding. Danske Bank A/S, Finland Branch (“Danske Bank”) is acting as the Global Coordinator and Bookrunner for the Placing and Share Sale. The bookbuilding will be launched immediately following the publication of this stock exchange release, and the pricing and allocation are expected to take place before the commencement of trading on Nasdaq Helsinki Ltd on 23 April 2021. The bookbuilding may be discontinued or extended at any time during the bookbuilding process. The result of the Placing and Share Sale will be published by way of a stock exchange release after the completion of the bookbuilding.
Gofore aims for annual net sales growth exceeding 20 per cent, of which organic growth accounts for approximately half, and an adjusted EBITA margin of 15 per cent. The net proceeds from the contemplated Placing are intended to be used to support organic and acquisitive growth initiatives, and to maintain financial flexibility. The objective of Gofore and the Founders is also to further diversify and strengthen the Company’s shareholder base with Finnish and international institutional investors through the contemplated Placing and Share Sale.
The Placing is expected to allow Gofore, in a timely and cost-efficient manner, to obtain financing on terms that, in the assessment of Gofore’s Board of Directors, will be more beneficial than the terms that would otherwise be available, and therefore weighty financial reasons for the Company exist for deviating from the pre-emptive rights of the shareholders. In the Board of Directors’ assessment, the subscription price per new share is expected to be in accordance with the prevailing market conditions since it will be determined through an accelerated bookbuilding procedure.
In connection with the Placing, the Company will enter into a lock-up undertaking, according to which it will, subject to certain customary exceptions, undertake not to issue or sell shares in the Company during a period of 180 days after the completion of the Placing and Share Sale. Furthermore, the Founders will enter into lock-up undertakings ending 360 days after the completion of the Placing and Share Sale.
Danske Bank acts as the Global Coordinator and Bookrunner for the Placing and Share Sale. Borenius Attorneys Ltd and Fried, Frank, Harris, Shriver & Jacobson (London) LLP act as legal counsels to the Company and Avance Attorneys Ltd and Davis Polk & Wardwell London LLP act as legal counsels to the Global Coordinator and Bookrunner.
Gofore Plc
Board of Directors
For further information:
Mikael Nylund, CEO, Gofore Plc
tel. +358 40 540 2280
mikael.nylund@gofore.com
Gofore Plc is a digital transformation consultancy with close to 800 impact-driven employees across Finland, Germany, Spain, and Estonia – top experts in our industry who are our company’s heart, brain, and hands. We use our holistic service offering – consulting, coding, design and assurance – as tools to incite positive change. We care for our people, our customers, and the surrounding world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2020, our net sales amounted to EUR 78 million. Gofore Plc’s share is listed on the Nasdaq Helsinki Ltd. in Finland. Get to know us better at www.gofore.com.
Forward-looking statements
This stock exchange release includes forward-looking statements which are not historical facts but statements regarding future expectations instead. These forward-looking statements include, without limitation, those regarding Gofore’s future financial position and results of operations, the company’s strategy, objectives, and projected liquidity requirements and estimates of the size and economic terms of the Placing and Share Sale.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. The company’s actual results of operations, including the company’s financial condition and liquidity and the development of the industry in which the company operates, may differ materially from and be more negative than those made in, or suggested by, the forward-looking statements contained in this stock exchange release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of Gofore’s strategy, risks and uncertainties associated with the company’s ability to develop new services and enhance existing services, the impact of competition, changes in general economy and industry conditions, including in particular the impact of COVID-19-pandemic and related counter-measures in relevant countries with respect to which there is limited visibility and significant uncertainty, and legislative, regulatory and political factors.
Important notice
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of the securities laws of the relevant Excluded Territory or the securities laws of other states, as the case may be.
The securities referred to in this release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this release are being offered and sold only outside the United States. The securities issued in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This release is not a prospectus as defined in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or in the United Kingdom, Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area or the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation, as applicable, from any obligation to prepare a prospectus and as such, this release does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
The information set forth in this release is only being distributed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are qualified investors within the meaning of the Prospectus Regulation or the UK Prospectus Regulation, as applicable (“Qualified Investors”). In addition, this information is only being communicated to, and is only directed at, persons outside the United Kingdom or, in the United Kingdom, to Qualified Investors (i) having professional experience in matters relating to investments who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities falling within Article 49(2)(a)–(d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (“Relevant Persons”).
This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons. Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons.
Danske Bank acts only for and on behalf of Gofore in connection with the share issue. Danske Bank does not hold any other party as its client and is not responsible for providing advice to any other party than Gofore in relation to the share issue or any other matters referred to herein.
