Published 2021-12-15 16:32
Checkin.com Group AB, (STO:CHECK) (“Checkin.com Group” or the “Company”) hereby announces its intention to carry out an directed share issue, with deviation from the shareholders' preferential rights, of approximately 900 thousand new shares (approximately 3% of outstanding share capital) directed to institutional investors through an accelerated book-building procedure pursuant to the authorization granted by an Annual General Meeting held on April 26, 2021 (the “Directed Share Issue”). Checkin.com Group has engaged Carnegie Investment Bank AB (publ) and Erik Penser Bank AB to explore the conditions for the Directed Share Issue, which will commence immediately.
Following today’s announcement for the Company to acquire Datacorp ÖÜ (the "Acquisition”), which is expected to be closed in January 2022, Checkin.com Group intends to continue its previously communicated acquisition strategy of identifying strong teams and technologies within hyper specialized key areas. Through the proceeds from the Directed Share Issue, the Company looks to use the net proceeds to finance the cash portion of the Acquisition, to finance the business of Datacorp ÖÜ as well as other acquired businesses, and to finance investments in the continued growth of acquired businesses.
The subscription price will be determined through an accelerated book-building procedure, which will commence immediately after publication of this announcement and end before the commencement of trading on Nasdaq First North Growth Market on December 16, 2021. The Board of Directors may at any time decide to suspend, shorten or extend the book-building procedure and to refrain in whole or in part from conducting the Directed Share Issue.
The board of the Company has evaluated the conditions for the implementation of a rights issue to partially finance the Acquisition and has – in consultation with its financial advisers – concluded that the implementation of a rights issue would require significantly more time than a directed issue. In turn, this may compromise the execution of the Acquisition in accordance with agreed terms. In addition, a directed issue would result in a lower cost of financing and would enable the Company to broaden its institutional shareholder base.
In connection with the Directed Share Issue, the Company has agreed, with customary exceptions including M&A activities, not to issue additional shares until May 20, 2022. In addition, certain members of the Company’s Board of Directors and management have entered into customary lock-up undertakings until May 20, 2022.
Advisers
Carnegie Investment Bank AB (publ) and Erik Penser Bank AB have been appointed Joint Bookrunners (jointly referred to as the "Managers"). Bird & Bird Advokat KB acts as legal counsel to the Company and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Managers in connection with the Directed Share Issue.
For further information, please contact:
Jonas Köpniwsky, Head of Communications Checkin.com Group, [email protected].
Responsible party
This information is such information Checkin.com Group is obliged to make public pursuant to the (EU) Market Abuse Regulation 596/2014. The information was submitted for publication through the agency of the contact person set out above, on December 15, 2021 at 17:32 CET. The responsible person above may be contacted for further information.
About Checkin.com Group:
Checkin.com Group creates shareholder value through capital efficient growth achieved by strong organic growth and strategic acquisitions. The Group’s advanced technologies and innovations offers a unique end to end solution that reshapes how consumers checkin with products and brands online. The comprehensive framework gathers multiple hyper specialized technologies that covers every aspect of a consumer’s checkin experience.
The company has its headquarters in Stockholm, Sweden, but operates and recruits globally to attract world-leading talent across the globe.
Checkin.com Group’s share is since 2021 listed on Nasdaq First North Growth Market under the trading symbol "CHECK”. Certified Adviser is Erik Penser Bank, available via +46 (0)8 463 83 00 or by e-mail: [email protected].
For more information about the Company visit: https://group.checkin.com/investors/
Important information
The release, announcement or distribution 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. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. 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 the Company nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed 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 the Managers. The information contained in this announcement 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 announcement or its accuracy or completeness. The Managers are acting for the Company in connection with the transaction 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 transaction or any other matter referred to herein.
This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and 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 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 announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
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.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE IN CONFLICT WITH APPLICABLE RULES OR REQUIRE ADDITIONAL REGISTRATION OR OTHER ACTIONS.