NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
The Board of Zutec Holding AB (publ) (the ”Company” or ”Zutec”) has resolved to invite the public to subscribe for shares in the Company (the “Offering”) and to apply for listing on Nasdaq First North (“First North”). Today, 19 February 2018, the Company has published a prospectus regarding the Offering.
Zutec develops and markets cloud-based software solutions, primarily directed to companies within the building and construction industry. The Company’s products help clients in increase their productivity and cost efficiency. Zutec provides solutions within project management, data and document collaboration tools, data enriched 3D-models, defect management, project handover and the operations and maintenance of buildings. The Company’s main product is the Zutec Platform, which may be described as a cloud-based data base. The Company markets several modules which can be connected to the platform to increase its functionality according to the needs of the customer.
Among the Company’s clients are some of the world’s largest construction firms, which have used Zutec’s solutions in major projects around the world. Typical projects that Zutec’s services may be used for are airports, ports, hospitals, universities, public buildings and large commercial projects. Prestigious projects in which Zutec’s platform has been used include Wembley Stadium, the Shard and Doha Airport.
The Offering in brief
• The Offering comprises a maximum number of 2,083,334 newly issued shares in the Company, corresponding to total value of SEK 50 million before transaction costs.
• In addition to the Offering, the Board has resolved on a possibility to issue a maximum number of 312,500 additional shares, corresponding to a value of SEK 7.5 million, if the Offering is oversubscribed (the “Oversubscription Issue”).
• The Offering is directed to the general public in Sweden and institutional investors in Sweden and abroad.
• The subscription price in the Offering and the Oversubscription Issue is SEK 24 per share.
• Applications to participate in the Offering to shall be made between 20 February 2018 and 5 March 2018.
• If the Offering is fully subscribed, the total number of shares in the Company will increase from 5,000,000 to 7,083,334 shares, corresponding to a dilution of the current shareholders of approximately 29.4 per cent. If the Oversubscription Issue is fully utilized and fully subscribed, the number of shares in the Company will increase to 7,395,834 which, together with the Offering, corresponds to a dilution of the current shareholders of approximately 32.4 per cent.
• Board members and external private and institutional investors have committed to subscribe for shares in the Offering corresponding to a value of SEK 40 million, which is equivalent to 80 per cent of the total number of shares in the Offering.
• All current shareholders have committed not sell any shares in the Company (lock-up) for a period of twelve (12) months following the first day of trading on First North.
• The Company has today applied for listing on First North and the expected first day of trading is 15 March 2018. The shares will be traded under the ticker ZUTEC with ISIN-code SE0010869487.
Background and rationale for the Offering
The Company is at a juncture where it should shift from being a development driven company to focus on selling and market expansion. Zutec is currently profitable and could fund its expansion with internally generated funds, albeit at a slower pace. The Board further believes that an injection of growth and working capital under the current market conditions, would allow Zutec to become a global market leader within its segment.
In view of the above, the Board has resolved to carry out a share issue and to list the Company’s shares on First North. In addition to providing growth capital, these measures are expected to enhance the Company’s international profile and to provide legitimacy in the eyes of potential clients.
The proceeds from the Offering will be used for:
• Financing an expansion in sales and marketing with new local offices in strategically selected regions, and working capital for the extensive tender processes in the building and construction industry (approximately 70 per cent of the proceeds from the Offering)
• Financing further investments in the Company’s technology and products (approximately 30 per cent of the proceeds from the Offering).
A prospectus has been drawn up in connection with the Offering. The prospectus has today been approved by the Swedish Financial Supervisory Authority and published on the Company’s website, www.zutec.com, today.
Preliminary time table
Application period: 20 February 2018 – 5 March 2018
Announcement of the outcome: 6 March 2018
Settlement date: 9 March 2018
First day of trading on First North: 15 March 2018
• Application to subscribe for shares in the Offering be made using a special application form. The application form is available on the Company’s website, www.zutec.com, and on Hagberg & Aneborn Fondkommission AB’s website, www.hagberganeborn.se.
• Customers of Nordnet’s depositary accounts may subscribe for shares via Nordnet’s Internet service. Additional information regarding application for subscription via Nordnet is available on www.nordnet.se.
Remium Nordic AB is financial advisor and Certified Adviser. MAQS Advokatbyrå is acting as the Company’s legal advisor in relation to Swedish law and Reddy Charlton Solicitors acts as the Company’s legal advisor in relation to Irish law. Hagberg & Aneborn Fondkommission AB is acting as issuing agent in connection with the Offering.
For further information, please contact:
Brendan O’Riordan, CEO
+353 1 2013565
Conor O’Brien, CFO
+353 1 2013559
The information contained in this announcement does not constitute an offer to purchase, subscribe for or, in any other way, to trade with shares or other securities in the Company. The Offering to the concerned persons to subscribe for shares in the Company is made exclusively through the prospectus that has been published by the Company today. No action has been taken to permit a public offering in any jurisdiction other than Sweden, Ireland, Norway and Finland. The Offering is not directed to persons resident in the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or other jurisdictions where participation would require additional prospectus, registration or measures other than those pursuant to Swedish law.
The information contained in this announcement released, published or distributed, directly or indirectly, in or to the United States (including its territories and provinces, every state in the United States and District of Columbia (the "United States"), Australia, New Zeeland, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or other jurisdictions where such release, publication or distribution, in whole or in part, would be unlawful, subject to legal restrictions or would require registration or any other measures other than those pursuant to Swedish law. The information contained in this announcement may not be forwarded, reproduced or presented in any other way that is contrary to such restrictions. Failure to comply with these instructions may constitute a breach of in the United States Securities Act 1933, as amended (the “Securities Act”) or applicable laws in other jurisdictions.
No shares or other securities in the Company have been registered, and no shares or other securities in the Company will be registered, pursuant to the Securities Act or any other securities legislation at any time in force and may not be offered, sold or in any other way transferred, directly or indirectly, in or to the United States.