Oslo - October 7, 2020 - Xplora Technologies AS (“Xplora” or the “Company”) is pleased to announce that the Private Placement (as defined below) has been successfully completed with a total transaction size of NOK 100 million through the allocation of 265,252 shares at a price of NOK 377 per share. The Private Placement raised gross proceeds of NOK 100 million to the Company. The Company is fully
financed on its current business plan after the transaction.
The Private Placement attracted very strong interest from Norwegian high-quality investors and was substantially oversubscribed. The cornerstone investor, DNB Asset Management, was allocated shares for NOK 10 million.
The Company intends to use the net proceeds from the offering to accelerate organic growth, secure and develop the company’s IP and platform, to further develop the Company’s organization, and for general corporate purposes.
Notification of conditional allocation is expected on or about 8 October 2020. The Private Placement will be resolved by an Extraordinary General Meeting (the “EGM”) on or about 15 October 2020. Following the Private Placement, the Company will have 1,276,452 shares outstanding.
The Private Placement will be settled by the Manager on or about 23 October 2020, following the registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises.
Xplora will apply for registration of its shares on Merkur Market as soon as practically possible after the completion of the Private Placement.
Advisors:
Sparebank 1 Markets is acting as Bookrunner in connection with the Private Placement and Listing (the "Manager"). Kluge Advokatfirma AS is acting as legal advisor to Xplora.
About Xplora
Xplora was founded with the mission of giving children a safe onboarding to digital life and encouraging a better balance between screen time and physical activity. Xplora’s broad portfolio of connected products and services allows people to connect their loved ones, and children to experience how their everyday activities can make a positive change in the world. Xplora’s critically-acclaimed products are trusted by more than a quarter of million kids worldwide, while the Goplay Services are available for more than 10 million kids via third parties. Recently, the company collaborated with Sony Interactive Entertainment to get kids playing outdoors more via integration with the Goplay Services. Xplora has offices in Norway, UK, Germany, and Spain, and is expanding into new markets in the US and Europe. Xplora has several major innovations in the child smartwatch category, including the launch of the world’s first eSIM product for children in August 2020 and its patent-pending activity platform and logic converting steps to awards.
Contact:
Sten Kirkbak
Founder and CEO
+47 922 03 710
sten@myxplora.com
Mikael Clement
CFO
+47 990 08 000
mikael@myxplora.com
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation 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 announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manages nor any of their affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
