Penneo A/S to issue new shares in a private placement with expected gross proceeds of approximately DKK 60 million

Company Announcement No. 6-2022
Copenhagen, 3 March 2022

This company announcement constitutes inside information that Penneo is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014.

With reference to company announcements No. 16-2021 of 21 June 2021 and No. 5-2022 of 21 February 2022, Penneo A/S ("Penneo") today announces a private placement and directed offering of new shares (the shares in Penneo referred to as "the Shares"), to a number of reputable institutional investors (the "Private Placement"). As part of the Private Placement, Penneo will issue a total of 4,479,204 new Shares at a subscription price of DKK 13.75 per share, resulting in gross proceeds for Penneo of approx. DKK 60 million. Thus, as result of extraordinary interest from the institutional investors, the Board of Directors has decided to exercise its full authorization to issue new shares, corresponding to approximately 15% of Penneo’s market capitalization and not 5-10% as previously communicated in company announcement No. 5-2022 of 21 February 2022.

Raising growth capital to accelerate the updated strategy
Penneo was admitted to trading on Nasdaq First North Growth Market Denmark on 2 June 2020 and has since the IPO realised strong SaaS metrics and made several key accomplishments:

• Fulfillment of the growth strategy put forth in the IPO document 
• Acquisition of CLA Reply’s KYC software 
• Realised an ARR growth rate of 50% in 2021 compared to a guided ~40% ARR growth rate in the IPO document

Consequently, and as announced in Company Announcement No. 5-2022, the strategy was reaffirmed and revised, based on the continued core aspirations of continued growth and expansion, through the two-fold go-to-market strategy supported by three investment streams:

• Upsell Penneo KYC product to auditors
• Penetrate AML-governed industries with Penneo’s KYC and Sign product 
• Fuel expansion through the Audit and Accounting vertical to become the de facto standard for auditors in Europe

The execution of the updated strategy will be accelerated through additional growth capital, which is expected to be invested in sales, product development and business operations.

The Private Placement
The Private Placement is made pursuant to and in compliance with the applicable exemptions from the obligation to publish a prospectus The Shares have been offered at market price without any pre-emption right for Penneo's existing shareholders. 

Penneo has, with certain exceptions, agreed to a 180-day lock-up period on sale of Shares from time of the registration of the capital increase.

Resolution on the capital increase
Subject to settlement, the share capital increase will be registered with the Danish Business Authority and the share capital of Penneo will consist of 31,608,135 shares with a nominal value of DKK 0.02 each.

The new Shares represent approximately 16.5% of Penneo’s registered share capital before the capital increase and 14.2% of Penneo's share capital after the capital increase.

The Board of Directors has accordingly exercised a nominal value of DKK 89,584.08 out of the total authorisation of a nominal value of DKK 89,584.08 in connection with the Private Placement, and the authorisation set out in article 3.1 of the Company’s articles of association pursuant to which the Board of Directors is authorised to increase the share capital without pre-emption right for Penneo’s existing shareholders therefore has been fully exercised.

Admission to trading 
Nasdaq Copenhagen A/S has as operator of Nasdaq First North Growth Market Denmark confirmed the timeline for admission for trading of the new Shares under the same ISIN code as the existing shares, DK0061283009, after registration of the capital increase with the Danish Business Authority. The new Shares will be issued in the temporary ISIN code, DK0061681327, which will be merged with the primary ISIN code for existing shares, DK0061283009, as soon as possible after the capital increase has been registered with the Danish Business Authority. The temporary ISIN code, DK0061681327, 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 subscription for the new Shares.

Expected timetable for the Private Placement

Date		Event
Expected 3 March 2022		Launch, pricing and allocation
Expected 7 March 2022		Settlement and payment for the Shares
Expected 7 March 2022		Registration of the capital increase with the Danish Business Authority
Expected 8 March 2022		Admission to trading of the Shares on Nasdaq First North Growth Market

ISIN codes:
Existing ISIN: DK0061283009
Temporary ISIN: DK0061681327

Sole global Coordinator
Danske Bank A/S is acting as Sole Global Coordinator and will receive subscription orders in connection with the Offering.

The new shares
The new Shares will rank pari passu with the existing Shares in Penneo. The new Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the new Shares, carry any special rights. The rights conferred by the new Shares, including voting and dividend rights, will apply from the date when the capital increase is registered with the Danish Business Authority. The new Shares are to be registered in the name of the holder in Penneo's register of shareholders.