Karnov Group: Karnov has carried out a directed share issue of 9,827,458 ordinary shares at a price of SEK 60.40 per ordinary share
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION.
Karnov Group AB (publ) ("Karnov" or "the Company") has carried out a directed share issue of 9,827,458 ordinary shares, at a subscription price of SEK 60.40 per ordinary share, entailing proceeds of approximately SEK 594 million (the "Directed Share Issue"). The subscription price was determined through an accelerated bookbuilding procedure (the "Bookbuilding Procedure") conducted by Carnegie Investment Bank AB (publ) ("Carnegie"), Nordea Bank Abp, filial i Sverige ("Nordea") and Barclays Bank Ireland PLC ("Barclays" and, together with Carnegie and Nordea, the "Placement Agents"). The Directed Share Issue was oversubscribed and a large number of Swedish and international institutional investors participated in the transaction.
The Company has completed the Bookbuilding Procedure that was announced by the Company earlier today on 14 December 2021. The Board of Directors of Karnov has resolved to carry out a Directed Share Issue of 9,827,458 ordinary shares, at a subscription price of SEK 60.40 per ordinary share, consequently raising proceeds of approximately SEK 594 million before transaction costs. The subscription price corresponds to the closing share price of the Company's ordinary share on Nasdaq Stockholm as of 14 December 2021.
As previously announced on 9 December 2021, Karnov has signed a binding offer to acquire the entire share capital and voting rights of Wolters Kluwer France S.A.S, Wolters Kluwer Legal & Regulatory España, S.A. and Editorial Aranzadi S.A.U. and certain subsidiaries and the transfer of certain IP rights (the "Contemplated Transaction") for a cash consideration of approximately EUR 160 million on a cash- and debt-free basis (the "Transaction Consideration"). In order to finance the Contemplated Transaction, Karnov has agreed on the terms and secured a new bridge loan facility from Nordea Danmark, Filial af Nordea Bank Abp, Finland. Karnov has undertaken to repay part of the bridge loan facility through an issue of new shares, corresponding to at least 9.9 percent of the number of shares in the Company (prior to the Directed Share Issue) before the completion of the Contemplated Transaction. Therefore, Karnov's Board of Directors has resolved on the Directed Share Issue of 9,827,458 ordinary shares based on the authorization granted to the Board of Directors by the annual general meeting on 5 May 2021.
The Transaction Consideration is financed through a bridge loan facility, and other debt facilities, of EUR 160 million. Through the Directed Share Issue, Karnov will partly settle the bridge loan facility. The strategic and financial rationale of the Contemplated Transaction also presumes that Karnov raises additional equity and partly settles the bridge loan facility through an equity raise within a short timeframe. Karnov has considered the possibilities for raising the required equity through a rights issue, but has concluded that it would not be possible within the desired timeframe and that it, compared to a Directed Share Issue, would entail significantly higher costs and increased exposure to potential market volatility. In view of this, and taking into account that a Directed Share Issue enables Karnov to broaden the institutional ownership base to the benefit of the general liquidity in the share, the Board of Directors has made the assessment that a Directed Share Issue with deviation from the shareholders' preferential rights is the most favorable alternative for Karnov and in the best interest of the Company's shareholders. As the subscription price in the Directed Share Issue was determined through the Bookbuilding Procedure, it is the Board of Directors' assessment that the subscription price reflects current market conditions and demand.
The Directed Share Issue increases the number of shares in the Company from 98,274,589 shares (of which 97,849,242 ordinary shares and 425,347 shares of series C) to 108,102,047 shares (of which 107,676,700 ordinary shares and 425,347 shares of series C), corresponding to a dilution effect of approximately 9.1 percent of the share capital and the votes, respectively (calculated as the new number of shares and votes divided with the total number of shares and votes in the Company after the Directed Share Issue).
Lock-up
In connection with the Directed Share Issue, the Company has undertaken, with certain exceptions (including with respect to new issues to pay for acquired companies and businesses), not to issue additional shares for a period of 180 calendar days from the settlement date for the Directed Share Issue. The members of the Company's Board of Directors and senior management have undertaken, with certain exceptions, not to sell any shares during the same period.
Advisers
Carnegie, Nordea and Barclays have acted as Placement Agents in the Directed Share Issue. Gernandt & Danielsson Advokatbyrå KB acted as legal counsel to the Company and White & Case LLP acted as legal counsel to the Placement Agents in connection with the Directed Share Issue.
For more information, please contact:
Pontus Bodelsson, President and CEO
Telephone: +46 709 957 002
Email: pontus.bodelsson@karnovgroup.com
Erik Berggren, Investor Relations Specialist
Telephone: +45 52 19 65 52
Email: erik.berggren@karnovgroup.com
This press release contains inside information that Karnov Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 14 December 2021 at 22.30 pm CET.