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Infront ASA - Terms of the fully underwritten rights issue

Oslo, 3 June 2019 - Reference is made to the stock exchange announcement dated 11 April 2019 regarding the acquisition of vwd Group GmbH (“VWD”) and the proposed fully underwritten rights issue (the "Rights Issue") in Infront ASA (the "Company") which is subject to approval by the extraordinary general meeting of the Company to be held on 4 June 2019 at 10:00 CEST (the “EGM).

The Board of Directors of the Company has today determined the proposed subscription price for the new shares to be issued in the Rights Issue, the number of new shares and the amount of the share capital increase as follows:

* The share capital of the Company is proposed to be increased by NOK 1,733,190.40 through the issuance of 17,331,904 new shares (the "Offer Shares")

* The subscription price is proposed to be NOK 14.00 per Offer Share, representing a discount of approximately 28% to the theoretical share price exclusive of the subscription rights (“TERP”) of NOK 19.40 based on the Company's closing share price on the Oslo Stock Exchange of NOK 23.00 on Friday 31 May 2019. Based on the same closing price, the theoretical value of each subscription right is NOK 5.40 and the theoretical value of the 2/3 subscription rights received per existing share is NOK 3.60. Shareholders must decide whether to exercise or sell their subscription rights, or a combination thereof, to maintain the full value of the shareholding.

* The Rights Issue will result in gross proceeds to the Company of approx. NOK 242.6 million.

Each existing shareholder will be granted two subscription rights for every three existing shares registered as held by the shareholder on 4 June 2019, as they appear in the Company's shareholder register in VPS on 6 June 2019 (the “Record Date”). Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue.

The proposal to increase the share capital as included in the notice of the EGM will be adjusted to reflect the subscription price elements set out above. For further information on the Rights Issue, please see the notice of the EGM available on
https://www.infrontfinance.com/ir/investors.

The rights issue is fully underwritten by a syndicate consisting of ABG Sundal Collier ASA and Danske Bank, Norwegian Branch, the following primary insiders; Lindeman AS (owned by co-founder and CIO, Morten Lindeman), Nesbak AS (owned by co-founder and CEO, Kristian Nesbak), FLKX Capital AS (owned by the Company’s CFO, Max Hofer), Gujac Holding AS (owned by the Chairman of the Board, Gunnar Jacobsen), and Benjamin Røer (former member of the Board of Directors) as well as other large shareholders of the Company, which were invited to participate in the underwriting syndicate and submit pre-commitments in a period lasting from 11 April 2019 to 26 April 2019.

The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to take place from Friday 7 June 2019 to Friday 21 June 2019 at 16:30 CEST. Trading in the subscription rights is expected to take place from Friday 7 June 2019 to Wednesday 19 June at 16:30 CEST.

In the Rights Issue, Lindeman AS and Nesbak AS have each underwritten NOK 20m and intend to subscribe for shares for a similar total amount on a consolidated basis. A portion of this is likely to be financed by a structured sale of subscription rights.

ABG Sundal Collier and Danske Bank (together the “Managers”) are acting as Joint Lead Managers and Joint Bookrunners for the Rights Issue. Advokatfirmaet Selmer AS is acting as legal counsel to the Company. Wikborg Rein Advokatfirma is acting as legal counsel to the Managers.

For further information, please contact:

Max Hofer, Chief Financial Officer
max.hofer@infrontfinance.com
Tel: +47 971 48 953

About Infront:

Infront provides a unique combination of global market data, news, analytics and trading tools. With over 20 years of product development driven by our clients’ business needs, the Infront Professional Terminal is the most user-friendly and flexible terminal in the financial market. We help buy-side and sell-side institutions grow their businesses, reduce costs, adapt to fast changing market requirements and work more effectively with ever-increasing amounts of information. Over 40,000 professional subscribers worldwide rely on Infront’s services. Infront is listed on the Oslo Stock Exchange and has offices in eight countries across Europe and South Africa.

About VWD:

vwd is a leading Europe-wide provider of information and IT solutions for the investment industry. As an agile solutions provider, we respond flexibly to regulatory requirements. We make your financial decisions smarter – thanks to our comprehensive range of solutions. As a full-service provider, we optimise processes to maximise our customers’ success. The development of our innovative products is built on decades of experience, market expertise and the right feel for the needs of our customers.

IMPORTANT INFORMATION:

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

 

 

Infront ASA - Rights issue approved by the extraordinary general meeting

Infront ASA – Fully underwritten rights issue approved by the extraordinary general meeting

Reference is made to the stock exchange announcement dated 11 April 2019 regarding the acquisition of vwd Group GmbH and the proposed fully underwritten rights issue (the "Rights Issue") in Infront ASA (the "Company").

The extraordinary general meeting of the Company has today approved the proposed Rights Issue.

Download the minutes from the EGM

The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to take place from Friday 7 June 2019 to Friday 21 June 2019 at 16:30 CEST. Trading in the subscription rights is expected to take place from Friday 7 June 2019 to Wednesday 19 June at 16:30 CEST.

For further information, please contact:
Max Hofer, Chief Financial Officer
max.hofer@infrontfinance.com
Tel: +47 971 48 953

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

 

 

Infront ASA – Approval and publication of the prospectus for the rights issue

Oslo, 6 June 2019

As previously announced, Infront ASA (the "Company") will carry out a fully underwritten rights issue (the "Rights Issue") of 17,331,904 new shares with a subscription price of NOK 14.00 per new share in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 242.6 million. Each existing shareholder will be granted two subscription rights for every three existing shares registered as held by the shareholder on 4 June 2019, as they appear in the Company's shareholder register in VPS on 6 June 2019 (the “Record Date”). Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue.

The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today on 6 June 2019 approved the Company's prospectus prepared in connection with the Rights Issue (the "Prospectus").

Subject to applicable local securities laws, the Prospectus and the subscription form for the Rights Issue may be downloaded from:

A hard copy of the Prospectus and the subscription form may be obtained from:

  • ABG Sundal Collier, Munkedamsveien 45E, NO-0115 Oslo, Norway, tel.: +47 22 01 60 00
  • Danske Bank, Norwegian branch, Bryggetorget 4, N-0107 Oslo, tel.: +47 85 40 55 00

Hard copies of the Prospectus and the subscription form will also be available at the Company’s headquarters at Munkedamsveien 45, Vika Atrium, 0250 Oslo.

The subscription period for the Rights Issue will commence tomorrow on 7 June 2019 and expire on 21 June 2019 at 16:30 CEST. The subscription rights will be tradable from 7 June 2019 until 19 June 2019 at 16:30 CEST.

For further information, please contact:
Max Hofer, Chief Financial Officer
max.hofer@infrontfinance.com
Tel: +47 971 48 953

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

 

 

Infront ASA – Commencement of the subscription period for the rights issue

As previously announced, Infront ASA (the "Company") will carry out an underwritten rights issue (the "Rights Issue") of 17,331,904 new shares in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 242.6 million. The subscription period will commence today.

Allocation of subscription rights:

The shareholders of the Company as of 4 June 2019, and being registered as such in the Norwegian Central Securities Depository (VPS) on the expiry of 6 June 2019 (the "Record Date") (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).

Each Existing Shareholder have been granted two (2) Subscription Rights for every third (3) existing shares registered as held by such Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without Subscription Rights is permitted.

The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 18 "Selling and Transfer Restrictions" in the prospectus that has been prepared in connection with the Rights Issue (the "Prospectus").

Subscription period:
The subscription period will commence today 7 June 2019 and expire at 16:30 hours CEST on 21 June 2019 (the "Subscription Period").

Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 7 June 2019 to 16:30 hours CEST on 19 June 2019 under the ticker code "INFRNT T". The Subscription Rights will hence only be tradable during parts of the Subscription Period.

Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 16:30 CEST on 19 June 2019 will have no value and will lapse without compensation to the holder.

The Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 17.20 "Dilution" in the Prospectus.

Subscription price:
NOK 14 per offer share.

Subscription procedure:
In order to subscribe for Offer Shares, investors need to complete the subscription form, and submit it to one of the subscription offices as set out in the Prospectus by 16:30 hours (CEST) on 21 June 2019. Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the subscription form for the Rights Issue may be downloaded from https://www.infrontfinance.com/ir/rights-issue, www.abgsc.no or www.danskebank.no/infront.

A hard copy of the Prospectus and the subscription form may be obtained from:

  • ABG Sundal Collier, Munkedamsveien 45E, NO-0115 Oslo, Norway, tel.: +47 22 01 60 00
  • Danske Bank, Norwegian branch, Bryggetorget 4, N-0107 Oslo, tel.: +47 85 40 55 00

Hard copies of the Prospectus and the subscription form will also be available at the Company’s offices at Munkedamsveien 45, Vika Atrium, 0250 Oslo.

Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.abgsc.no or www.danskebank.no/infront which will redirect the subscriber to the VPS online subscription system).

Pre-commitments and the underwriting: The underwriting is governed by an underwriting agreement dated 11 April 2019, as supplemented by a pricing supplement dated 3 June 2019 (the "Underwriting Agreement"). ABG Sundal Collier ASA and Danske Bank, Norwegian branch are acting as "Principal Underwriters".

Pursuant to the Underwriting Agreement, the underwriters have undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the Underwriting Agreement, to underwrite an aggregate amount of up to NOK 202,546,042 in the Rights Issue (the "Total Underwriting Commitment"). Additionally, shareholders in the Company have pre-committed (the "Pre-Committing Shareholders") to subscribe for Offer Shares equal to an aggregate amount of NOK 40,100,614 (the "Pre-Committed Amount"). The Total Underwriting Commitment is equal to the gross proceeds of the Rights Issue, less the Pre-Committed Amount.

Each underwriter's obligation to subscribe and pay for the unsubscribed Offer Shares hereunder is subject to the satisfaction or waiver of inter alia the following conditions:

(i) The Pre-Committing Shareholders shall have subscribed for at least NOK 40,100,614 of the Rights Issue before the expiry of the Subscription Period.
(ii) No underwriting commitments shall have been rightfully withdrawn.
(iii) Save as disclosed by the Company on or prior to the date of the Prospectus, no change, event, effect, or condition shall have occurred that has or would have, individually or in the aggregate, an effect on the current or future business, assets, liabilities, liquidity, solvency or funding position or condition (financial or otherwise) or results of the Company and its subsidiaries taken as a whole, which in the good faith opinion of the Principal Underwriters is so material and adverse as to make it impracticable or inadvisable to proceed with the Rights Issue or the delivery of the Offer Shares on the terms and in the manner contemplated in the Prospectus.
(iv) No event shall have occurred giving the Principal Underwriters a right to terminate the Underwriting Agreement.

Prior to the subscription for the unsubscribed shares under the Underwriting Agreement, the Principal Underwriters representing a majority of the Total Underwriting Commitment may terminate the Underwriting Agreement on behalf of the underwriters and the additional underwriters in the event that:

(i) the Company is in material breach of the Underwriting Agreement; or
(ii) (a) any withdrawal of admission to listing of the new shares or any suspension of, or limitation on prices for, trading in the existing shares of the Company on the Oslo Stock Exchange, or in equity securities generally on the Oslo Stock Exchange or on the London Stock Exchange or the New York Stock Exchange; (b) any declaration of a banking moratorium or suspension of payments in respect of banks generally in Norway, New York or the United Kingdom or with the respect to the European Central Bank; (c) any material change or developments involving a prospective material change in the international financial markets, or in the financial markets of or in financial, political, monetary or economic conditions in Norway, the United Kingdom or the United States, or any outbreak or escalation of hostilities or any other calamity or crisis; (d) any material change in currency exchange rates or foreign exchange controls, or a disruption of settlement systems or commercial banking in Norway, the United Kingdom or the United States; or (e) there has occurred a material change or development involving a material change in taxation affecting the Company, the Offer Shares or the transfer thereof, and the effect of any of the events described in (a) to (e), in the good faith opinion of the Principal Underwriters, is material and makes it impossible or inadvisable taking into account inter alia the general market conditions as a result of such events and the interest of investors in the Offer Shares to proceed with the Rights Issue or the underwriting of the Offer Shares on the terms and in the manner contemplated the Underwriting Agreement; or
(iii) there is information contained in the Prospectus (and/or in any other publication or announcement issued or to be issued by the Company on or after the date of the Underwriting Agreement but prior to or at the same time as publication of the Prospectus) that relates to facts or circumstances existing prior to or at the date of the Underwriting Agreement that was not contained in the public disclosure prior to that date, and which in the good faith opinion of the Principal Underwriters is (singly or in aggregate) so material in the context of the Rights Issue or the underwriting of the Offer Shares as to make it impossible or inadvisable to proceed with the Rights Issue or the underwriting of the Offer Shares on the terms and in the manner contemplated in the Underwriting Agreement. The Company may terminate the Underwriting Agreement if the sale and purchase agreement with respect to the acquisition of VWD is terminated.

Should the Underwriting Agreement be terminated, the underwriters will no longer be obliged to subscribe for unsubscribed Offer Shares, and the Rights Issue will in such case lapse if there are unsubscribed Offer Shares at the end of the Subscription Period.

See further information regarding the Underwriting in Section 17.21 "The Underwriting" of the Prospectus.

Financial intermediaries:
If an Existing Shareholder holds Shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Listing and commencement of trading in the Offer Shares:

Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 June 2019 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day. The Offer Shares are expected to be tradable on the Oslo Stock Exchange from and including 1 July 2019.

For further information, please contact:
Max Hofer, Chief Financial Officer
max.hofer@infrontfinance.com
Tel: +47 971 48 953

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

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These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for Securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Securities mentioned herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of such Securities in the United States. The Securities mentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any such Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

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