25.4.2023 17:00:02 CEST | Canopy Holdings AS | Additional regulated information required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER 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.
Canopy Holdings AS (“Canopy” or the “Company”) has engaged Arctic Securities AS as sole manager (the “Manager”) to advise on and effect a private placement of new ordinary shares in the Company (the “Offer Shares”), raising gross proceeds of approx. NOK 40 million (the “Private Placement”). The subscription price per Offer Share in the Private Placement (the “Offer Price”) will be NOK 0.40 per Offer Share (the “Offer Price”).
The net proceeds from the Private Placement will be used to accelerate Canopy’s growth strategy, finance Canopy’s initiatives towards profitable core operations, as well as for general corporate purposes.
The Manager has during the pre-sounding phase of the Private Placement, received pre-commitments from existing shareholders and employees of the Company covering the offer size of the Private Placement, and Kesse Invest SLU, an existing shareholder holding approx. 5.28% of the outstanding shares, has pre-committed to subscribe for, and been pre-allocated, 50% of the Private Placement. Key employees of the Company have pre-committed for a total subscription amount in excess of NOK 3 million.
The application period in the Private Placement will commence today, 25 April 2023 at 16:30 CEST and close on 26 April 2023 at 08:00 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to investors in the United States who are “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act and to major U.S. institutional investors under SEC Rule 15a-6 under the United States Exchange Act of 1934, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Prospectus Regulation (EU) 2017/1129, the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Allocation of Offer Shares will be determined on or about 26 April 2023 by the Board at its sole discretion and in consultation with the Manager. The Board will focus on allocation criteria such as (but not limited to) pre-commitments, price leadership, timeliness of the application, relative order size, sector knowledge, perceived investor quality, investment horizon and existing shareholding in the Company, however so that Kesse Invest SLU will receive full allocation. The payment date for the Private Placement is expected to be on or about 10 May 2023 and the Offer Shares are expected to be delivered following approval of the Private Placement by the Company’s extraordinary general meeting expected to be held on or about 3 May 2023 (the “EGM”), full payment of the Offer Shares and issuance of the Offer Shares in VPS.
The completion of the Private Placement is subject to i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to allocate the Offer Shares and the EGM resolving to issue the Offer Shares, and (ii) the share capital increase pertaining to the Offer Shares being registered with the Norwegian Register of Business Enterprises and the Offer Shares having been validly issued in the VPS. Items (i) and (ii) in the foregoing are referred to as the “Conditions”. The Private Placement may be cancelled if the Conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Companies Act and Euronext Growth Oslo Rule Book – Part II and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding is in the common interest of Company and its shareholders.
The investor presentation related to the Private Placement is attached to this release.
The Company may, subject to completion of the Private Placement and certain other conditions (including approval of the Subsequent Offering in the EGM and publication of a prospectus), decide to carry out a subsequent repair offering of new shares at the Offer Price in the Private Placement, which, subject to applicable law, will be directed towards eligible shareholders in the Company as of the end of trading today, 25 April 2023 (as registered in the VPS as of the end of 27 April 2023) who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action.
Advisor
Arctic Securities AS acts as sole bookrunner and sole Manager in the Private Placement. Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel to the Company.
Disclosure regulation
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Contacts
Christian Erlandson, CEO, +44 7795953849, christian.erlandson@canopyholdingsas.com
About Canopy Holdings AS
Canopy Holdings AS is a multi-national technology company listed on Euronext Growth Oslo. The company owns a leading portfolio of brands and companies that provides digitalization solutions to ski resorts, destinations, parks and attractions in key markets. Canopy Holdings AS currently consists of Catalate, Liftopia.com, Skitude and Spotlio.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the EU Market Abuse Regulation and section 5‑12 the Norwegian Securities Trading Act. This stock exchange release was published by James Price, Chief Financial Officer, on the time and date provided.
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong 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 of 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 any 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 Manager 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 Manager is acting for the Company and no one else in connection with the Private Placement in the Company and will not be responsible to anyone other than the Company providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: 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.
Attachments
Canopy Holdings AS_Private Placement_Investor Presentation_April 2023.pdf
Original release
Canopy Holdings AS: Contemplated private placement
