Impero A/S to raise DKK 7M in a Private Placement
Company Announcement no. 10 - This message contains inside information
Copenhagen, 16 November 2022
Impero A/S has today resolved to raise DKK 7M though an issue and private placement of 1,425,661 new shares in the Company. The Company has received subscription commitments for all of the new shares and expects to complete the private placement on 28 November 2022.
As mentioned in the Company’s Q3 Report for 2022, announcement no. 9, the Company would explore the possibility of completing a private placement at market price with gross proceeds in the range of DKK 5-7M.
The Company is pleased to announce that it has today resolved to carry out a private placement of 1,425,661 new shares with gross cash proceeds of DKK 6,999,996. The new shares are issued at a share price of DKK 4.91 per share corresponding to the volume weighted average of the Company’s share price over the past three trading days.
Use of proceeds
The proceeds will be applied towards general corporate purposes directed at growth and fueling the Company’s commercial activities, all in line with the Company’s growth strategy.
The issue of new shares
The new shares are issued by way of a share capital increase pursuant to the authorization in Article 3.2 of Impero’s Articles of Association. All new shares will be paid in in cash. The new shares are issued to a limited group of new and existing investors and thus without pre-emptive subscription rights for the Company’s existing shareholders.
The offering comprises a total of 1,425,661 new shares at DKK 0.10 each, equivalent to 7.64% of Impero’s registered share capital prior to the share capital increase. The Board of Directors has received binding advance subscription commitments for the entire offering of new shares from certain new and existing investors.
Once issued, the new shares will carry the same rights as existing shares. The new shares shall be registered in the name of the holder through Euronext Securities. All rights relating to the new shares, including voting rights and dividend rights, will apply as from the time where the capital increase is registered with the Danish Business Authority.
Expected timetable for the capital increase
The Company expects to receive final subscriptions and subscription amounts no later than on 24 November 2022, following which the share capital increase will be registered with the Danish Business Authority. The new shares are expected to be admitted to trading on Nasdaq First North Growth Market under the existing ISIN code for Impero’s shares no later than 30 November 2022. The offering and admission to trading is exempt from the obligation to publish a prospectus.
Guidance for 2022 unaffected
This announcement and the private placement does not affect Impero’s latest financial guidance for 2022 as communicated in the Company’s Q3 Report for 2022.
For further information, please contact:
Rikke Stampe Skov, CEO
Mobile: (+45) 25 88 41 02
E-mail: [email protected]
Morten Lehmann Nielsen, CFO
Mobile: (+45) 51 17 67 80
E-mail: [email protected]
Jesper Skaarup Vestergaard
Mobile: (+45) 31 79 90 00
Impero A/S is a Danish Software-as-a-Service (SaaS) company that provides a compliance management platform. The Impero platform enables companies to easily manage compliance through automation of risk and control management, documentation, and reporting. Impero empowers companies to become more compliant in a scalable, digital, intuitive, and – most importantly – easy way.
For more information about Impero, please visit http://impero.com/investors.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia or Japan. These written materials do not constitute an offer of securities for sale in any jurisdiction including the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States, and the new shares are being offered only (i) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act and (ii) to, or for the account or benefit of, persons that are qualified institutional buyers pursuant to Section 4(a)(2) under the Securities Act.
The issue and sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Impero and its advisers and/or agents assume no responsibility in the event there is a violation by any person of such restrictions. This announcement is not a prospectus and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation.
This announcement contains forward-looking statements regarding Impero’s future financial developments and financial results as well as other statements that are not historical facts and that may prove to be incorrect. Prospective investors should seek professional investment advice and examine relevant risks and legal aspects, including tax aspects, which could be relevant in connection with an acquisition of the shares.
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