TargetEveryone completes a directed issue of shares, receives a loan facility and proposes further long-term financing in connection with strategic acquisition of Cloud Explorers

2020-02-17


· Agreement regarding the acquisition of the remaining 70% of shares in Cloud Explorers AS. The total purchase price is SEK 62,5 million. The purchase price will be settled by SEK 50 million in cash and SEK 12,5 million in shares in TargetEveryone AB at a subscription price of SEK 1.50 per share. The purchase price will be settled in two equal installments.
· Decision regarding directed issue of shares of SEK 20 million at SEK 1,50 per share to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S.
· Loan facility agreement of SEK 15 million from Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S.
· Plan to carry out directed issue of units (warrants in two different series) free of payment to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S, which can provide SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of all warrants in the issue.
· Plan to carry out rights issue of warrants (warrants in two series and same series as planned directed issue), free of payment, to existing shareholders, which can provide further SEK 67,9 million – 90,5 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of all warrants in the issue.
· The initial directed issue of shares and loan facility enables TargetEveryone AB to make the first payment regarding Cloud Explorers AS, which is currently owned to 30% by TargetEveryone AB.
· The Board of Directors intend in the near future to call for an extra general meeting in order for shareholders to decide on the directed issue of units to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S and the rights issue of units. The directed issue and rights issue of units free of payment intends to further strengthen the company’s financial position and make it possible to execute on the ambitious acquisition plan laying ahead.

The Board of Directors of TargetEveryone AB ("TargetEveryone" or "the Company") has today entered into an agreement on the acquisition of Cloud Explorers AS. To finance the acquisition, the Board of Directors has resolved on a directed issue of shares of approximately gross SEK 20 million at a subscription price of SEK 1,50 per share. TargetEveryone has further entered into a loan facility agreement of gross SEK 15 million. The decision on the directed issue of shares have been taken with the support of the authorization issued at an extra general meeting on the 19[th] of November 2019. The Board of Directors intend in the near future to call for an extra general meeting in order for shareholders to decide on a directed issue of units (consisting of warrants in two different series) free of payment to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S, which can provide gross SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of warrants issued in the planned directed issue of units. Shareholders will also decide upon a rights issue of units (consisting of warrants in two series (same series as in the planned directed issue of units)), free of charge, to the existing shareholders to compensate the existing shareholders for the dilution from the directed share issue and the directed issue of units, which can bring in the equivalent of a maximum of additionally gross SEK 90,5 million. The directed issue and the rights issue of units free of payment will be conditional upon approval from the planned extraordinary general meeting.

"The secured funding, together with the proposed rights issue of units and the directed issue of units will put TargetEveryone in a really exciting position. We are currently in a very positive phase of business development. At the same time, we can conclude that, by acquiring the remaining part of Cloud Explorers, we have been given the opportunity to lift the business to a whole new level. We are excited about this next phase in our company history and are working hard to achieve both short- and long-term goals", says Hosni Teque-Omeirat, CEO of TargetEveryone.

"We have closely followed the Company’s development over a period of time and truly believe TargetEveryone is in a very exciting and important phase. It is gratifying to be able to contribute to the Company’s continued development. and through the present financing, TargetEveryone will receive the financial reinforcement needed to realize the development plans. We look forward following the Company on its continued journey", says Rasmus Viggers, co-founder, investment director and partner at Formue Nord A/S.

The directed issue of shares and the loan facility in brief

· The directed issue of shares consists of 13 333 340 shares issued at a subscription price of SEK 1,50 per share resulting in aggregate gross proceeds of approximately SEK 20 million. The directed issue of shares has been resolved by the Board of Directors according to the authorization granted by an extra general meeting on the 19[th] of November 2019. The directed issue of shares is directed to Formue Nord Markedsneutral A/S (approximately SEK 14 million) and Formue Nord Fokus A/S (approximately SEK 6 million) (Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S, jointly the "Investors"). The subscription price in the directed issue of shares corresponds to a discount of approximately 11% to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the 10 trading days preceding the issue resolution. Payment for the shares subscribed in the directed issue of shares shall be made in cash at today’s date. The reasons for the deviation from the shareholders’ preferential right were mainly to enable a capital raise in a time and cost-efficient manner in order to complete the acquisition of Cloud Explorers AS.
· In order to enable partial delivery of shares to the Investors in the directed issue of shares, the principal owner of the Company, Vildmarksstugor Norrland AB, has agreed to lend 11 300 000 shares to the Investors. 7 910 000 shares will be transferred to Formue Nord Markedsneutral A/S, and 3 390 000 shares will be transferred to Formue Nord Fokus A/S. The lent shares will be returned to the lender as soon as the directed issue of shares has been registered with the Swedish Companies Registration Office and the shares have been booked out via the Euroclear system.
· Through the directed issue of shares, the number of shares in the Company will increase by 13 333 340 to 177 444 961 and the share capital will increase by SEK 1 333 334,00 to SEK 17 744 496,10. The directed issue of shares entails a dilution of approximately 7,5% for existing shareholders based on the number of shares in the Company after the directed issue of shares.
· The Company has also secured a loan facility with the Investors. The loan facility amounts to a total of gross SEK 15 million and the Company will be provided with the capital during the end of March 2020. The purpose of the loan facility is to partly finance the acquisition of 70 % of the Norwegian company Cloud Explorers and extra working capital needed for the Company’s  expansion in the form of organic growth and other smaller acquisitions.
· The loan facility agreement entitles TargetEveryone to draw loans in an aggregate amount of SEK 15 million. The Company’s right to draw loans under the loan facility is conditional upon the Investors receiving 20 million warrants in a directed issue of units as described below and the trading of the same on Nasdaq First North Growth Market. Any loans drawn under the loan facility will carry interest on market terms and shall be repaid at the latest 12 months after today’s date. In addition, the Investors are entitled to a break-up fee amounting to SEK 5 000 000 in the event that the Investors have not received the 20 million warrants and the trading of the same has not started before 1 June 2020 on Nasdaq First North Growth Market.  
· Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S are asset management firms providing customized financing solutions for listed companies in the Nordics.

The planned rights issue of units in brief (assuming approval of an extraordinary general meeting)

· The units in the planned rights issue will be issued free of payment and the purpose of the rights issue is to issue warrants to mainly pay for the acquisition of Cloud Explorers and to compensate the existing shareholders for the dilution from the directed issue of shares.
· The rights issue is planned to consist of 22 630 620 units consisting of warrants in two different series, in the aggregate of 45 261 240 warrants. Each unit is planned to consist of two (2) warrants in two different series and in the aggregate of 22 630 620 warrants will be issued in each series. The warrants issued in the planned rights issue will be of the same series as issued in the planned directed issue of units.
· The Company’s shareholders will have preferential rights to subscribe for units.
· The general public will not be given the right to subscribe in the planned rights issue. Subscription without unit rights can only be done by such subscribers who have also subscribed for units with unit rights, regardless of whether the subscriber was a shareholder on the record date or not.
· Since the units in the planned rights issue are issued free of charge, TargetEveryone will not receive any issue proceeds in connection with the execution of the planned rights issue of units.
· TargetEveryone AB:s largest shareholder, Vildmarksstugor Norrland AB, has announced its intention to vote for the decisions that are planned to be made at an upcoming extraordinary general meeting. In addition, its sister company Jörns Bullmarknad AB has also announced its intention to enter into a guarantee commitment (top-down) of approximately SEK 25 million in connection with the redemption period for warrants of the TO 2 series. Guarantee compensation for this commitment is planned to amount to 5%.

Planned terms for warrants of series TO 2 and TO 3 issued in the planned rights issue and planned directed issue of units (assuming approval of an extraordinary general meeting)

· Each warrant is planned to give the holder the right to subscribe for one (1) new share in TargetEveryone at a subscription price corresponding to 70% of the average volume-weighted share price according to Nasdaq First North Growth Markets official price statistics during the 10 day trading period ending two banking days before the exercise period begins. The Company will publish the subscription price the day before the first day of the exercise period. The subscription price shall not exceed SEK 2 per share. The subscription price shall not be less than SEK 1,5 per share.
· The utilization periods are planned to be: for series TO 2, May 29 – June 12, 2020, and for series TO 3, November 27- December 11, 2020.
· The Company plan to apply for admission to trading of the warrants issued in the planned directed issue of units and the planned rights issue.

The planned directed issue of units (assuming approval of an extraordinary general meeting)

· The warrants in the planned directed issue of units to the Investors will be of the same series as the warrants in the planned rights issue of units to the existing shareholders.
· The planned directed issue of units is planned to consist of 10 000 000 units consisting of warrants in two different series, in the aggregate 20 000 000 warrants. Each unit is planned to consist of two (2) warrants in two different series and in the aggregate of approximately 10 000 000 warrants will be issued in each series. The warrants issued in the planned directed issue of units will be of the same series as issued in the planned rights issue of units to the existing shareholders.
· The planned directed issue of units (consisting of warrants in two different series) free of payment to the Investors, can provide the Company with gross SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of warrants issued in the planned directed issue of units.

Intended extraordinary general meeting

According to the above, the Board of Directors of the Company intends to convene an extraordinary general meeting in the near future in order to let the shareholders of TargetEveryone to decide upon carrying out the planned directed issue of units, and to carry out the planned rights issue of warrants to existing shareholders. The Company intends in the near future and in connection with such notice to clarify the preliminary timetable for the rights issue of units and its associated terms and conditions. TargetEveryone’s largest shareholder, Vildmarksstugor Norrland AB, has announced its intention to vote yes for the decisions that are planned to be made at an upcoming extraordinary general meeting

The terms of the acquisition of Cloud Explorers in brief

Under the share purchase agreement TargetEveryone will acquire the remaining 70% of the shares in Cloud Explorers from the founders for a total purchase price of SEK 62 500 000. Following the acquisition TargetEveryone will become owner of 100% of Cloud Explorers. The purchase price will be settled by SEK 50 million in cash and 12,5 million in shares in TargetEveryone at a subscription price of SEK 1,5 per share, which means that 8 333 333 shares are planned to be issued. The purchase price will be settled in two equal installments. The first installment is to be settled on the closing of the transaction, while the second installment and the share consideration will be settled on or before 15 June 2020. The closing of the transaction is subject to customary closing conditions and is expected to take place on or about 1 April 2020. Under the share purchase agreement, Cloud Explorers CEO, Stephen Karl Ranson and Tristan Andre Fily has undertaken to remain with the company for a period of at least 12 months. The shares issued as consideration are subject to a lock up clause for a period of 12 months.

For further information regarding the acquisition, please refer to the press release published 17. February 2020, 22:15 CET.

Aggregate transaction costs

TargetEveryone’s aggregate transaction costs related to the financing is calculated to approximately SEK 2 million.

Financial and legal advisors

Sedermera Fondkommission is the financial advisor and issuing agent and Markets & Corporate Law Nordic AB is the legal advisor to TargetEveryone in connection with the financing.

For further information contact: 
Hosni Teque-Omeirat 
CEO
+46 70 225 18 77 
hosni@spectrumone.com

Certified Adviser: 
Mangold Fondkommission AB (556585-1267) 
Box 55 691 102 15 Stockholm 
Telefon: +46 8 503 015 50 
ca@mangold.se 
www.mangold.se

TargetEveryone AB (publ) is obligated to publish this information under the EU Market Abuse Regulation. The information was provided by the above contact person’s auspices, for publication on February 17, 2020 at 10.20 p.m. CET.

About TargetEveryone

TargetEveryone is a MARTECH company, enabling our clients to streamline their 1-1 digital marketing, content and experiences within one SaaS online platform. Our unique solution makes marketeers able to easily target exactly the customers they want, and communicate with them in the channels they prefer, to maximize ROI. Our clients can easily segment their customers based on CRM data, market data and transactional data. Further, they can use a campaign editor to quickly build campaigns, and distribute these through our multichannel distribution system either by Email, SMS or SMS landing pages. TargetEveryone’s headquarter is in Oslo, with branch offices in Sweden, Holland and USA. TargetEveryone is listed on Nasdaq First North Growth Market in Stockholm and Merkur Market in Oslo.

www.targeteveryone.com


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