Cint Group AB (publ) announces the expiry of the applicable regulatory waiting periods in relation to the acquisition of Lucid Holdings, LLC, publishes prospectus and settles the directed share issue
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Cint Group AB (publ) (“Cint” or the “Company”), a global software leader in digital insights gathering, today announces that the applicable regulatory waiting periods in relation to the Company’s acquisition of Lucid Holdings, LLC (“Lucid”) have expired. Cint also announces that it publishes a prospectus for admission to trading on Nasdaq Stockholm of the new shares in Cint (the “Prospectus”) and settles the second tranche of the directed share issue previously announced.
For more information about the acquisition of Lucid, please refer to the Company’s press release issued on 27 October 2021 regarding the acquisition and the Prospectus that has been prepared by the Company and that was approved by the Swedish Financial Supervisory Authority (“SFSA”) today. The Prospectus is available on the Company’s website (www.cint.com/investors) and will also be available on the SFSA’s website (www.fi.se/sv/vara-register/prospektregistret/) in a few days.
All conditions for closing of the acquisition of Lucid (“Closing”), which was announced on 27 October 2021, have now been fulfilled. Closing is expected to take place on or around 29 December 2021. As a result, the second tranche of the directed share issue announced by the Company on 28 October 2021 (and which was approved by the extraordinary general meeting on 17 December 2021) will now be registered with the Swedish Companies Registration Office and the investors will receive shares in exchange for their BTAs. The proceeds from the second tranche are intended to be used as cash consideration at Closing.
In addition, the Company intends to (based on the authorisation to the board of directors resolved upon by the extraordinary general meeting on 17 December 2021) issue not more than 36,292,902 new shares against payment by way of set-off to the sellers of Lucid as part of the consideration for the acquisition of Lucid.
For further information, please contact:
Joakim Andersson, CFO
Tel: +46 760 448 330
Email: [email protected]
Patrik Linzenbold. Head of Investor Relations
Tel: +46 708 252 630
E-post: [email protected]
The information was submitted for publication, through the agency of the contact person set out above, at 09:20 CEST on 28 December 2021.
ABOUT CINT
Cint is a global software leader in digital insights gathering. The Cint platform automates the insights gathering process so that companies can gain access to insights faster with unparalleled scale. Cint has one of the world’s largest consumer network for digital survey-based research, made up of over 145 million engaged respondents across more than 130 countries. More than 3,000 insights-driven companies - including SurveyMonkey, Zappi, Kantar and GfK - use Cint to accelerate how they gather consumer insights and supercharge business growth. Cint Group AB (publ), listed on Nasdaq Stockholm, has a rapidly growing team across 14 global offices, including Stockholm, London, New York, Berlin, Singapore, Tokyo and Sydney. www.cint.com
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This press release is not directed to persons located in the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, Japan, South Africa or in any other jurisdiction where the offer or sale of new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, Japan, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure could require prospectuses, offer documents, registrations or any other measures. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of applicable law.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Cint has not authorized any offer to the public of shares or other securities in any member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Transaction or the other matters described herein, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside Cint’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and Cint has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Cint have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Cint may decline and investors could lose all or part of their investment; the shares in Cint offer no guaranteed income and no capital protection; and an investment in the shares in Cint is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Cint.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Cint and determining appropriate distribution channels.