Selskabsmeddelelse

Vitec carries out a directed issue of 2,250,000 shares of series B and raises proceeds of SEK 1,125 million

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR TO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD BE UNLAWFUL OR SUBJECT TO LEGAL RESTRICTIONS.

The Board of Directors of Vitec Software Group AB (publ) ("Vitec" or the "Company") has, based on the authorization granted by the Annual General Meeting on 23 April 2024, resolved on a directed issue of 2,250,000 shares of series B at a price of SEK 500 per share (the “Share Issue”). The Company will thereby receive proceeds of SEK 1,125,000,000 before transaction costs. The price in the Share Issue has been determined through a so-called accelerated book building procedure led by Nordea Bank Abp, filial i Sverige (“Nordea”) and Skandinaviska Enskilda Banken AB (“SEB”) and corresponds to a discount of approximately 5 percent in relation to the closing price on 10 September 2024.

The new shares in the Share Issue were offered and allotted to Swedish and international institutional and professional investors, including to certain existing shareholders, such as certain funds managed and advised by Capital World Investors, Cliens Kapitalförvaltning, Didner & Gerge Fonder AB and SEB Investment Management, and the Share Issue was significantly oversubscribed. In order to facilitate the settlement of the Share Issue, the new shares of series B were initially subscribed by SEB at an amount corresponding to the nominal/quota value of the shares. In connection with payment from the investors in the Share Issue on or around 13 September 2024, the Company will receive the remaining amount, i.e., the difference between the nominal/quota value and the price in the Share Issue. In connection with the Share Issue, the Company has undertaken towards Nordea and SEB, with customary exceptions including, e.g., exceptions for share issues of consideration shares in connection with acquisitions, not to issue additional shares for a period of 90 calendar days after the settlement date of the Share Issue on or around 13 September 2024.

The Company intends to use the net proceeds from the Share Issue to continue to implement its established and already communicated growth strategy with acquisitions of and investments in companies, operations, product rights or other assets that complement the business. With the funds that the Share Issue provides, the Company gains further readiness and flexibility to be able to utilize attractive acquisition opportunities that may arise on short notice in the current uncertain and volatile environment. The Board of Directors has considered the possibility to raise capital through a rights issue and has made the assessment, inter alia based on discussions with some of the Company’s larger shareholders, that there are currently insufficient prerequisites for carrying out a rights issue in a manner that is advantageous to the Company and its shareholders. Furthermore, the Company wishes to expand its base of institutional and professional shareholders with the capacity to participate in potential future capital raises and to promote the Company’s development by other means. The Company particularly wishes to expand the shareholder base in the countries outside of Sweden where the Company operates and strives to strengthen its market presence. In the current uncertain and volatile environment and markets – which may entail that the prerequisites for capital raises can change rapidly – the Company wishes to seize the opportunity of a capital raise from institutional and professional investors that is favorable to the Company and its shareholders, which the Board of Directors and the Company’s advisors now assess to exist. In view of this, it is the overall assessment of the Board of Directors that it is in the Company’s and its shareholders’ interests to carry out the Share Issue with deviation from the main rule of shareholders’ pre-emptive rights. The Board of Directors’ assessment is that the issue price in the Share Issue is on market terms since, inter alia, it was determined through an accelerated book building procedure and thus reflects prevailing market conditions and investor demand.

As a result of the Share Issue, the total number of shares in Vitec will increase from 37,599,341 shares to 39,849,341 shares divided on 2,490,000 shares of series A and 37,359,341 shares of series B. The Company's share capital increases from SEK 3,759,934.10 to SEK 3,984,934.10. The Share Issue entails a dilution of approximately 5.6 percent and 3.6 percent in relation to the total number of shares and votes in the Company, respectively, after the Share Issue.

Advisors
Nordea and SEB are Joint Global Coordinators in connection with the Share Issue. Snellman Attorneys Ltd is legal advisor to Vitec and White & Case LLP is legal advisor to the Joint Global Coordinators in connection with the Share Issue.

About Vitec Software Group
Vitec is a leading provider of Vertical Software and has its origin and headquarters in Umeå, Sweden. Our products are developed to meet specific needs within various niche markets in society. The expertise of our employees, combined with our shared corporate culture and business model, enable continuous improvement and innovation. We grow through the successes of our companies, as well as through acquisitions. Everything we do is based on a long-term perspective. Because we are to rely on – today and tomorrow. Vitec has 1,550 employees, is listed on Nasdaq Stockholm and had net sales of SEK 2,778 million in 2023. Read more at vitecsoftware.com.

Important information
This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Vitec in any jurisdiction, neither from Vitec, Nordea, SEB or anyone else. Copies of this press release will not be produced and may not be distributed or sent to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland, the United Kingdom, the United States, or any other jurisdiction where such distribution would be illegal or require registration or other action. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in Vitec’s shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Nordea or SEB. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Nordea and SEB are acting for the Company in connection with the Share Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Share Issue or any other matter referred to herein.

This press release does not constitute a recommendation concerning any investor’s decision with respect to the Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Vitec has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is directed at qualified investors and corresponding investors in that Member State within the meaning of the Prospectus Regulation.

This press release and the information contained in the press release may not be distributed in or to the United States. This press release does not constitute an offer to acquire securities in the United States. Securities referred to herein have not been registered and will not be registered in accordance with the US Securities Act of 1933, as amended, (the "Securities Act"), or any U.S. state securities law and may not be offered or sold in the United States except to “qualified institutional buyers” as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act. No offer will be made to the public in the United States to acquire the securities mentioned here. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of Regulation (EU) 2017/1129 which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

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