MapsPeople A/S announces a directed issue and sale of own shares
MapsPeople A/S | Inside Information
Company Announcement No. 6 - 2024
Aalborg, April 18, 2024
Commencement of private placement and sale of own shares
The Board of Directors of MapsPeople A/S ("MapsPeople") has today decided to strengthen the company's capital structure by launching an issuance of new shares in a private placement (the "Private Placement") expected to result in approximately DKK 4.2 million in gross proceeds. In connection herein, MapsPeople has also decided to sell 550,000 own shares at a price of DKK 2.10 per share, corresponding to the subscription price of the new shares issued in the Private Placement. These shares relate to the clawback of 50% of the purchase price of the acquisition of the Point Inside business equaling 1,570,101 shares as informed in Company announcement 1-2024 of 27 February 2024.
The Private Placement of new shares (the "New Shares") is directed to one new shareholder. The Private Placement is expected to be subscribed for today. MapsPeople will inform the market of the result of the subscription of the Private Placement immediately thereafter. The Private Placement will be carried out at a subscription price of DKK 2.10 equaling the average closing price of the share in the period from April 12 2024 to April 17 2024 (DKK 2,04) plus DKK 0,06.
The Private Placement is made pursuant to and in compliance with the applicable exemptions from the obligation to publish a prospectus, and the New Shares will be issued in accordance with the Board of Directors' authorization to increase MapsPeople's share capital without pre-emptive rights for the existing shareholders.
The Private Placement is expected to be completed on 23 April 2024 and the New Shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark on 25 April 2024.
Background for the Private Placement and sale of own shares
In Company Announcement number 36-2023 MapsPeople informed that the financial plan for 2024 was fully financed, and the company continues to perform according to that plan. After announcing the 2023 Annual Report in Company Announcement 3-2024 that also provided guidance for growth in 2024, there has been increased inbound interest to invest in MapsPeople. To further strengthen the capital structure the board has decided to proceed with this process.
Gaining additional financial headroom provides more flexibility to MapsPeoples continuous efforts to improve the operational efficiencies through 2024, as well as improved flexibility delivering the guided growth through signing up and onboarding additional smart building partners. There are no changes to the existing guidance for 2024.
Admission to trading
The New Shares will be listed on Nasdaq First North Growth Market Denmark in reliance on the exemption in the EU Prospectus Regulation and not on the basis of a prospectus.
The New Shares will be issued in the systems of VP Securities A/S ("Euronext Securities Copenhagen") and delivered to the investors in the temporary ISIN code DK0062843884. The temporary ISIN code will not be admitted to trading on Nasdaq First North Growth Market Denmark but will only be registered with Euronext Securities Copenhagen for use in connection with the investors' subscription of the New Shares. The temporary ISIN code in Euronext Securities Copenhagen will be merged with the permanent ISIN code for the existing shares, DK0061549052, as soon as possible following registration of the share capital increase with the Danish Business Authority, expectedly on 26 April 2024.
The New Shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark on or around 25 April 2024 in the permanent ISIN code for MapsPeople's existing shares.
Expected timetable for the Private Placement
The completion of the Private Placement, including admission to trading of the New Shares, is subject to the Private Placement not being withdrawn prior to the settlement thereof.
| 18 April 2024 | The company commences the Private Placement with subscription expectedly completed no later than on 19 April 2024 before the market opens |
| 19 April 2024 | Trading day for the New Shares |
| 23 April 2024 | Settlement and payment against delivery of the New Shares. The New Shares will be delivered in the temporary ISIN code |
| 23 April 2024 | Registration of the New Shares with the Danish Business Authority |
| 25 April 2024 | Admittance to trading of the New Shares |
| 26 April 2024 | Merger of the temporary ISIN code with the permanent ISIN code |
The New Shares
The New Shares will rank pari passu in all respects with existing shares in MapsPeople. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in MapsPeople’s register of shareholders.
Personal data
For information about how the Company collects, processes, and protects personal data, please refer to the Company's website (https://www.mapspeople.com/privacy-policy/), where the Company's policy on processing of personal data and information about personal data protection are available.
CONTACT INFORMATION
MapsPeople A/S
Morten Brøgger, CEO
Mobile (+45) 31 23 48 72
Email [email protected]
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Stockholmsgade 45
2100 Copenhagen Ø
Denmark
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by MapsPeople 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, company description or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in MapsPeople except as described in this company announcement.
Neither the existing shares of MapsPeople (the "Existing Shares") nor the New 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 New Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Private Placement 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.
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. MapsPeople 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.