Correction: The correct attachment has been added to this press release.  No other change has been made to the press release

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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

The board of Directors of Zutec Holding AB (publ) (“Zutec” or the “Company”) has resolved,

subject to the approval by shareholders at an Extraordinary General Meeting (the “EGM”), on

a directed new issue of 16,666,666 shares, which is expected to raise proceeds to the

Company of SEK 100 million before issue costs.

The intention to carry out the directed share issue was announced earlier today. The Board of

Directors has now resolved, subject to the approval by shareholders at an EGM, on such issue

to a number of institutional investors, including Athanase Industrial Partner (“Athanase”), FE

Fonder, Norron Asset Management and AP4, on the basis of an accelerated bookbuild

conducted by Skandinaviska Enskilda Banken. The Company intends to publish a notice

convening an EGM shortly, which is expected to be held on or around June 11, 2021.

In total, 16,666,666 new ordinary shares will be issued at a subscription price of SEK 6 per

share. Accordingly, the directed issue is expected to raise proceeds to the Company of SEK

100 million before issue costs. The subscription price of SEK 6 per share implies a discount of

around 14 per cent compared to the closing price on May 25, 2021.

“We are very pleased to welcome all new shareholders to join Zutec on our ongoing journey

towards our vision of becoming a leading player within cloud based construction software. We

are proud that such an accomplished group of investors have joined us, as we are seeking to

diversify our shareholder base through an improved mix of institutional investors, high net

worth individuals and retail investors. This funding helps us to further accelerate our growth,

both organically and through acquisitions, and to build on the strong momentum we are

enjoying. We have a well-defined plan for value creation for our shareholders that includes

acquisitions, which will be of enhanced focus following this directed share issue. ” says Gustave

Geisendorf, CEO of Zutec

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.

The directed share issue, if approved, will result in an increase of the number of shares in

Zutec by 16,666,666 from 46,090,618 to 62,757,284, and an increase of the share capital by

SEK 3,333,333.20 from SEK 9,218,123.60 to SEK 12,551,456.80, resulting in a dilution of

approximately 27 per cent for Zutec’s existing shareholders after the directed issue. The

directed issue is conditional upon an EGM having approved the directed issue no later than

July 1, 2021 and the capital increase having been registered by the Swedish Companies

Registration office (Sw. Bolagsverket) no later than July 15, 2021. As shares have been

subscribed by Athanase, the EGM approval requires support from shareholders representing

not less than 90 per cent of the shares and votes at the 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 issue at the EGM and not to dispose

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

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

period ending 90 days after approval at the EGM.

Skandinaviska Enskilda Banken acted as Sole Bookrunner and Eversheds Sutherland acted as

legal adviser to Zutec in connection with the directed share issue.

 

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 23.23 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’s product offering includes the Zutec

product family, CreateMaster as well as Resi-Sense. 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.