Karnov Group: Karnov explores the conditions for a directed share issue of up to 9,827,458 shares
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Karnov Group AB (publ) ("Karnov" or "the Company") has appointed 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") to explore the conditions for conducting a directed share issue of up to 9,827,458 shares (the "Directed Share Issue") through an accelerated bookbuilding procedure (the "Bookbuilding Procedure"). If conducted, the Directed Share Issue will be directed towards Swedish and international institutional investors and resolved upon by the Board of Directors based on the authorization granted to the Board of Directors by the annual general meeting on 5 May 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 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 current number of shares in the Company, prior to the completion of the Contemplated Transaction. Hence, Karnov's Board of Directors intends to explore the conditions to carry out a Directed Share Issue of up to 9,827,458 shares based on the authorization granted to the Board of Directors by the annual general meeting on 5 May 2021.
The Bookbuilding Procedure will commence immediately. Pricing and allocation of the new shares are expected to take place before the trading on Nasdaq Stockholm commences at 09:00 CET on 15 December 2021. The timing of the closing of the Bookbuilding Procedure as well as the pricing and the allocation of shares are at the discretion of the Board of Directors in consultation with the Placement Agents. The Board of Directors can at any time choose to cancel the Bookbuilding Procedure, close earlier or later and refrain from resolving on a Directed Share Issue. The Company will announce the outcome in a press release after the closing of the Bookbuilding Procedure.
The Transaction Consideration is financed through a bridge loan facility, and other debt facilities, of EUR 160 million. Karnov has undertaken to issue new shares corresponding to at least 9.9 percent of the current number of shares in the Company to 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 will be determined through the Bookbuilding Procedure, it is the Board of Directors' assessment that the subscription price will reflect current market conditions and demand.
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 been appointed Placement Agents in the Directed Share Issue. Gernandt & Danielsson Advokatbyrå KB acts as legal counsel to the Company and White & Case LLP acts 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 17:31 pm CET.