5.31 PM CEST / 25-May-2021 / Zutec Holding AB (SEMM:ZUTEC)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE

UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG KONG,

SWITZERLAND, SINGAPORE OR NEW ZEALAND OR ANY JURISDICTION IN WHICH THE

PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES

NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF ZUTEC.

Zutec Holding AB (publ) (“Zutec” or the “Company”) has mandated Skandinaviska Enskilda

Banken to evaluate the possibility to carry out a directed share issue of approximately SEK 80

million to institutional investors. Main shareholder Athanase Industrial Partner (“Athanase”)

has committed to subscribe for shares corresponding to a value of approximately SEK 37

million. The directed issue is conditional upon shareholder approval at an Extraordinary

General Meeting (the “EGM”), expected to be held on or around June 11, 2021, however no

later than July 1, 2021 in addition to the capital increase having been registered by the Swedish

Companies Registration office (Sw. Bolagsverket) no later than July 15, 2021.

The directed share issue is being conducted through an accelerated bookbuilding process

which will commence immediately following this announcement and may close at any time

on short notice. A further announcement will be made following the completion of the

Bookbuild and the pricing of the directed share issue.

Investors will be offered interim shares, which will be converted to new ordinary shares

following approval of the directed share issue by shareholders at an EGM. Main shareholder

Athanase, representing approximately 47 per cent of the shares and votes in Zutec, has

undertaken to vote in favour of the directed share issue at such EGM and not to dispose of

any such shares prior to the EGM. Subject to customary exceptions, Athanase, the Company,

management and board members of the Company have agreed to a lock-up until the period

ending 90 days after approval at the EGM of the new issue.

The Company intends to use the proceeds from the directed share issue to finance continued

organic growth through initiatives within sales, marketing and product development, as well

as for M&A purposes.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company

shall, in a timely manner, be able to secure the Company’s capital need for the operations, as

well as broaden the ownership structure of the Company with institutional investors.

 

For further information, please contact

Gustave Geisendorf, CEO,

Tel: +353 1 21 3565,

email: gustave.geisendorf@zutec.com

This is information that Zutec Holding 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 person set out above, on May 25, 2021 at 17:31 CET.

 

About Zutec Holding AB (publ)

Zutec is a provider of cloud-based construction management software with operations in

Dublin, Abu Dhabi, London and Melbourne. Zutec Holding AB (publ) is listed on Nasdaq First

North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121

576 90, certifiedadviser@redeye.se, www.redeye.se).

 

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject

to restrictions. The recipients of this press release in jurisdictions where this press release has

been published or distributed shall inform themselves of and follow such restrictions. This

press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for

any securities in the Company in any jurisdiction, neither from Zutec nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or

subscribe for securities in the United States. The securities referred to herein may not be sold

in the United States absent registration or an exemption from registration under the US

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold

within the United States absent registration or an applicable exemption from, or in a

transaction not subject to, the registration requirements of the Securities Act. There is no

intention to register any securities referred to herein in the United States or to make a public

offering of the securities in the United States. The information in this press release may not

be published, distributed or released, directly or indirectly, in whole or in part, within or into

the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South

Africa, Switzerland or in any other jurisdiction where such publication, distribution or release

of the information would not comply with applicable laws and regulations or would require

prospectuses, registration or any other measures than those required by Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable securities laws

and regulations.

In the United Kingdom, this document 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 document relates is available only to, and will be engaged in

only with, “qualified investors” (within the meaning of the United Kingdom version of the EU

Prospectus Regulation (2017/1129/ EU) 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 communication 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.