OrderYOYO announces result of private placement
Company Announcement No. 21 -2022
OrderYOYO A/S
Inside Information
Copenhagen, March 29, 2022
Result and completion of Private Placement
With reference to company announcement no. 18 of 22 March 2022, OrderYOYO hereby announces that the private placement and the offering of new shares ("New Shares") directed to the current shareholders SEED Capital, Vækstfonden, Damgaard Company and BankInvest (the "Private Placement") is fully subscribed resulting in gross proceeds of approx. DKK 40m.
The subscription price of the New Shares is DKK 10.5004 corresponding to the average market price in the period 22nd of March to 28th of March 2022 plus DKK 0.25 per share.
3,809,472 New Shares of nominal value DKK 0.01 are issued in connection with the Private Placement, and the share capital of OrderYOYO will increase with DKK 38,094.72 distributed on shares of nominal value DKK 0.01 upon registration of the share capital increase with the Danish Business Authority.
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 OrderYOYO's share capital without pre-emptive rights for the existing shareholders.
Admission to trading
The temporary ISIN code DK0061802485 for the New Shares will be merged with the primary ISIN code for existing shares, DK0061553831, as soon as possible after the capital increase has been registered with the Danish Business Authority. The temporary ISIN code is not admitted to trading on Nasdaq First North Growth Market Denmark but only registered with Euronext Securities Copenhagen for use in connection with the current shareholders' subscription of the New Shares.
Expected timetable for capital increase
Date Event
Expected 31 March 2022 Settlement and payment of the New Shares
Expected 31 March 2022 Registration of the capital increase with the Danish Business Authority
Expected 1 April 2022 Admission to trading of the Shares on Nasdaq First North Growth Market
ISIN codes:
Existing ISIN: DK0061553831
Temporary ISIN: DK0061802485
The New shares
The New Shares will have the same rights as the existing shares of OrderYOYO. The New Shares will be negotiable instruments and issued in the holder's name and will be registered in OrderYOYO's register of shareholders. The New Shares give rights to dividends and other rights in OrderYOYO from the date when the capital increase is registered with the Danish Business Authority.
For additional information, please contact
OrderYOYO A/S
Jesper Johansen, CEO
Mobile (+45) 2167 84 92
Email [email protected]
OrderYOYO A/S Masnedøgade 26, 2100 Copenhagen Ø
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45 2100 Copenhagen Ø
About OrderYOYO
OrderYOYO is a leading European online ordering, payment, and marketing software solution provider. OrderYOYO’s solution is offered as Software-as-a-Service (SaaS) and enables small independent takeaway restaurants to have their own-branded online presence direct to consumers. OrderYOYO helps takeaway restaurants drive online takeaway orders through their own tailored software solution in the individual takeaway restaurant’s own brand.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by OrderYOYO 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 OrderYOYO except as described in this company announcement.
Neither the existing shares of OrderYOYO (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. OrderYOYO 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.