17.3.2021 13:00:01 CET | Risma Systems A/S |
Company Announcement
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute an offering circular, prospectus or other offer document. No one should purchase or subscribe for any securities in RISMA Systems A/S (“RISMA” or the “Company”) except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark (“First North”), which is available on the Company’s website.
Company Announcement No. 3-2021
Copenhagen, March 17, 2021
Today, RISMA Systems A/S announces the result of the offering of shares (the “Offering”) in connection with the admission to trading of the Company’s shares on Nasdaq First North Growth Market Denmark, cf. Company Announcement No. 1-2021 of March 2, 2021 and the Company Description published on March 2, 2021.
As planned, the offer period closed on March 15, 2021 11:59 pm (CET). The Company’s offer of 4,210,526 shares at an offer price of 9.50 DKK per share was fully subscribed. With the proceeds from the Offering, RISMA expects to accelerate revenue growth by increasing sales and marketing efforts in both existing and new markets. In 2021, RISMA expects to expand in Norway and enter Sweden. Simultaneously, the Company intends to strengthen its position in Denmark.
In addition to the 2,112,622 shares that were allocated to investors in the pre-subscription, the Company received 2,081 orders for a total of 7,413,193 shares in connection with the public offering.
The first day of trading at Nasdaq First North Growth Market Denmark is expected to be March 23, 2021 under the ticker “RISMA” under permanent ISIN DK0061534377.
CEO & Founder, Lars Nybro Munksgaard:
“We are very pleased with the outcome of the offering, and we are humbled by the interest and trust shown by the investors. Our aim is to have a long-standing good relationship with our stakeholders, including the investment market, and we are well aware of our responsibility and commitment towards RISMA’s new shareholders.
We are excited to begin the execution of the growth plan outlined in our reason to list on Nasdaq First North. We seek to strengthen our position in the Danish market with new services and an even stronger client base, and we are eager to build RISMA’s presence and position in new markets, especially Norway and Sweden.
We believe that we have built the foundation for further international growth. We have ambitions beyond our planned Nordic expansion and expect to raise additional capital to further accelerate RISMA’s international growth within the next 12 to 18 months. For now, we are pleased and proud of the first step, and we are looking forward to accelerate our growth and further improve our offering to our customers.”
Chairman of the Board of Directors, Lars Ankjer Jensen:
“It has been a pleasure being a part of RISMA’s journey all the way from the early days as a tech start-up in 2014 up until today’s milestone. Now we embark on a new voyage with a very strong, scalable, and future proof all-in-one GRC platform. The next steps are international expansion, growth and exciting opportunities – just like the launch of RISMA’s new ESG-compliance module in 2021.
I expect the next seven years to be equally exciting, and I’m proud that we can share this ride with new shareholders, more clients and a strong team of employees and management.”
Summary of the offering:
As a result of the Offering, RISMA issues 4,210,526 shares of nominally DKK 0.10 each at a share price of DKK 9.50 per share.
The gross proceeds for the Company are DKK 39,999,997 before transaction costs.
Shares have been allocated to a total of 1,474 investor depositaries.
The ‘free float’, which is the percentage of the share capital held by public investors, constitutes 16.8% of the share capital after the completion of the Offering.
All subscription orders up to and incl. 600 shares have not been allocated any shares.
All subscription orders of 601 shares to 1,413 shares have been allocated the minimum subscription of 400 shares.
All subscription orders of 1,414 shares or above have been allocated 28.3% of the requested allocation.
The investors that pre-subscribed for 2,112,622 shares before the publication of the Company Description have all been allocated full subscription of shares.
After completion of the Offering, the share capital of the Company will be increased from nominally DKK 1,386,113 distributed on 13,861,130 shares of DKK 0.1 to nominally DKK 1,807,165.6 distributed on 18,071,656 shares.
Registration of the capital increase with the Danish Business Authority (in Danish: Erhvervsstyrelsen) is expected to take place on March 19, 2021, subject to settlement of the Offering.
Settlement of the Offering will take place by delivery of shares in the temporary ISIN code, The temporary ISIN code will not admitted to trading on Nasdaq First North Growth Market Denmark but will only be registered in VP Securities. First day of trading on Nasdaq First North Growth Market Denmark in the permanent ISIN, DK0061534377, is expected on March 23, 2021. The temporary ISIN code, DK0061534294, is expected to be merged with the permanent ISIN code, DK0061534377, following and subject to settlement of the Offering and registration of the capital increase with the Danish Business Authority.
For further information:
RISMA Systems A/S
Lars Nybro Munksgaard, CEO
Mobile (+45) 31 48 11 00
Email lnm@rismasystems.com
RISMA Systems A/S
Lyskaer 8, 2730 Herlev, Denmark
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45, 2100 Copenhagen E, Denmark
ABOUT RISMA
RISMA is a leading SaaS company helping organizations structure, handle, and document their efforts across the business-critical areas of Governance, Risk, and Compliance. RISMA’s unique and user-friendly platform makes cross-organizational collaboration easy to demonstrate and report on regulations and standards such as GDPR & Privacy, ISMS, Risk Management, Financial Controls, ESG and sustainability – and much more.
RISMA’s mission is to become a leading all-in-one software GRC solution for medium-sized and enterprise businesses and organizations.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by RISMA Systems A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in RISMA Systems A/S except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark (“First North”), which is available on the Company’s website.
Neither the existing shares of RISMA Systems A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (“Securities Act”). Neither the existing shares nor the Offer Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company’s anticipated or planned financial and operational performance. The words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “would”, “could”, “should”, “continues”, “estimates” or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.
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