Kahoot! AS has completed a private placement to a subsidiary of SoftBank Group Corp. through issuance of 43 000 000 new shares, at a price of NOK 46 per share, raising USD 215 million.
The Private Placement was resolved by the Kahoot!'s Board of Directors on 13 October 2020 pursuant to the authorisation granted to the Board by the general meeting of the Kahoot! on 28 September 2020.
Kahoot! is experiencing strong momentum and accelerated adoption as enterprises increasingly seek engaging, trustworthy and user-friendly ways to build corporate culture, educate and interact.
At the same time, schools and educators are looking to enhance the learning experience, whether virtually or in the classroom. The Company intends to use the net proceeds from the Private Placement to finance accelerated growth through value-creating non-organic opportunities and continue to build a unique platform company.
The Private Placement implies a deviation from the existing shareholders’ pre-emptive rights to subscribe for and be allocated new shares. SoftBank was not a shareholder in Kahoot! prior to the Private Placement and the transaction is in compliance with the equal treatment obligations under the continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs’ Circular no. 2/2014.
The Board has, when making its resolution to complete the Private Placement, emphasised that SoftBank will strengthen the Company’s shareholder base as an investor with deep expertise and experience owning and developing software companies. Further, the Private Placement involves limited financial dilution to existing shareholders, which the Board considers as justifiable when taking into account the expected contribution of the Private Placement to the long-term success of the Company. The Board is of the view that the Private Placement is in the common interest of the Company and its shareholders.
Payment for the new shares shall be made on 14 October 2020, and the new shares will be issued as soon as the share capital increase in the Company pertaining to the issuance of the new shares has been registered in the Norwegian Registry of Business Enterprises.
Following registration of the capital increase pertaining to the Private Placement, the Company’s share capital will be NOK 44,360,522.60 divided into 443,605,226 shares, each with a nominal value of NOK 0.10. SoftBank will own 43,000,000 shares representing 9.69% of the total number of shares in issue.
SoftBank has entered into an agreement with the Company pursuant to which it has undertaken for a period of 6 months from completion of the Private Placement not to increase its ownership interest in the Company to 10% or more of the total number of shares in the Company. The Company may waive SoftBank’s obligations under the stand-still agreement at any time.
ABG Sundal Collier ASA, Arctic Securities AS and Goldman Sachs International (collectively, the “Managers”) are placement agents to Kahoot! and Advokatfirmaet Thommessen AS is legal counsel to Kahoot! in connection with the Private Placement
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