MapsPeople A/S: Grant of warrants
MAY NOT BE PUBLISHED, DISTRIBUTED, OR SUPPLIED OR IN PARTICULAR, DIRECTLY OR INDIRECTLY, IN OR TO THE USA, AUSTRALIA, CANADA, OR JAPAN.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 MapsPeople A/S ("MapsPeople" or the "Company") except on the basis of information in the Prospectus published by the Company in connection with the Offering and admission of such securities to trading on Nasdaq First North Premier Growth Market Denmark ("First North"), which is available on the Company's website.
Company Announcement No. 3 - 2022
Aalborg, March 4th, 2022
Grant of warrants
In order to implement a retention and incentive program, the board of directors of MapsPeople today exercised part of its authorization in section 4.3 of MapsPeople’s articles of association to issue a total of 589,369 warrants.
The exercise price is fixed at DKK 6.2 per share corresponding to the opening share price on March 4th, 2022. The warrants will follow two vesting schedules. 535,790 warrants will vest over 48 months, with 25 percent vesting on March 4th 2023, 25 percent vesting on March 4th 2024, and the remaining warrants vesting monthly in equal installments for a period of 24 months following March 4th 2024. 53,579 warrants will vest over 60 months, with 25 percent vesting on March 4th 2023, 25 percent vesting on March 4th 2024, and the remaining warrants vesting quarterly in equal installments for a period of 36 months following March 4th 2024.
Warrants can be exercised in exercise windows of 14 days starting the day after the publication of the MapsPeople's annual report, half-year report or quarterly report. Warrants that have not been exercised March 4th 2029 at the latest, will lapse automatically.
The warrants include conditions on accelerated vesting in case of liquidation, dissolvement in connection with a merger, or delisting.
The specific terms of the warrants can be found in MapsPeople’s articles of association available on: https://investors.mapspeople.com/overview/default.aspx.
The theoretical market value of the warrants granted is DKK 2.14 per warrant (calculated using the Black Scholes Model). The key assumptions for the calculation are a share price of DKK 6.2, an exercise price of DKK 6.2, volatility of 40%, and a risk-free interest rate of 0%.
This Grant of warrants does not change MapsPeople's ARR guidance (Company Announcement No. 1-2022) which continues to be DKK 75-85M for 2022.
CONTACT INFORMATION
MapsPeople A/S
Michael Gram, CEO
Mobile (+45) 53 74 09 00
Email [email protected]
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton
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 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 MapsPeople 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 MapsPeople 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 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.
Source: MapsPeople