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GOFORE PLC STOCK EXCHANGE RELEASE INSIDE INFORMATION 22 APRIL 2021 AT 23:00 EET
Gofore Plc successfully completes directed share issue of 1,000,000 new shares raising EUR 19 million and certain shareholders sold a portion of their shareholdings
Gofore Plc (“Gofore” or the “Company”) announces the result of the directed share issue of new shares in an accelerated bookbuilding to eligible Finnish and international institutional and other qualified investors (the “Placing”). In connection with the Placing, four largest shareholders of Gofore, who are also the founders of Gofore (the “Founders”), sold a portion of their shareholdings in Gofore (the “Share Sale”). The Company announced the intention of the Company and the Founders to explore the conditions to carry out the Placing and Share Sale by a stock exchange release published on 22 April 2021. The Placing and Share Sale were carried out based on offers received in the accelerated bookbuilding.
The Board of Directors of the Company has in its meeting on 22 April 2021 resolved to issue 1,000,000 new shares in the Placing based on the authorisation granted to the Board of Directors by the Company’s Annual General Meeting of 26 March 2021. The Board of Directors has accepted the terms and conditions of the Placing and the share subscriptions made in accordance with the terms and conditions of the Placing. The terms and conditions of the Placing are attached to this stock exchange release. In connection with the Placing, the Founders decided to sell a total of 1,200,000 of their shares in the Company in aggregate.
New shares subscribed for in the Placing represent approximately 7.1 per cent of all shares in Gofore prior to the Placing and approximately 6.6 per cent of all shares in Gofore following the Placing. The shares sold in the Share Sale represent approximately 8.5 per cent of all shares in Gofore prior to the Placing and approximately 8.0 per cent of all shares in Gofore following the Placing. After the shares subscribed for in the Placing have been registered with the Trade Register, the total number of all registered shares in the Company will be 15,052,231.
The subscription and purchase price for the shares offered in the Placing and Share Sale was EUR 19.00 per share, corresponding to a discount of approximately 12.4 per cent to the closing price of the Company’s share on 22 April 2021 immediately prior to the commencement of the Placing and Share Sale and a discount of approximately 4.6 per cent to the volume-weighted average trading price of the Company’s shares during the three-month period ended 22 April 2021. The subscription price will be recorded in the Company’s invested unrestricted equity reserve. As a result of the Placing, the Company will raise gross proceeds of EUR 19 million.
In connection with the Placing, the Company has entered into a lock-up undertaking, according to which it has, subject to certain customary exceptions, undertaken 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 have entered into lock-up undertakings ending 360 days after the completion of the Placing and Share Sale.
The new shares (ISIN code FI4000283130) are expected to be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 23 April 2021. The new shares offered in the Placing are expected to be ready for delivery to the investors against payment through Euroclear Finland Ltd on or about 26 April 2021. Trading in the new shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 27 April 2021.
The CEO of Gofore, Mikael Nylund comments: “We made this arrangement primarily to strengthen the company’s funding for the implementation of the growth strategy. Secondly, together with the company’s founders, we wanted to make a controlled change to the company’s shareholder base. We are happy and also proud that the company is of interest to international investors as well. Our vision is to grow into one of the most significant European digital transformation consultancies. We believe that the internationalisation of the shareholder base supports this ambition.”
Danske Bank A/S, Finland Branch 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 the expected dates for registration and delivery of the new shares and the date on which trading in the new shares is expected to commence on the official list of Nasdaq Helsinki Ltd.
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.
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