Copenhagen, June 10, 2021
SameSystem has decided to lower the pre-money valuation of the Company from DKK 375m to DKK 275m, despite that the Offering has already been fully subscribed and a solid oversubscription is expected. The decision has been made with counseling from its Financial and Certified Adviser, Grant Thornton, Pre-subscriber, BankInvest, and Pre-subscriber and Existing Shareholder, Fundamental Invest.
The lowering of the valuation is done in order to accommodate the most attractive conditions for new investors in the light of recent market trends on Nasdaq First North Growth Market Denmark and Nasdaq First North Premier Growth Market Denmark.
Due to the lowering of the valuation, the closing of the subscription period is extended from June 11, 2021, 23:59 (CET) to June 22, 2021, 23:59 (CET), cf. Section 18.9 in the Prospectus published on May 31, 2021. First day of trading is expected to be on June 30, 2021.
It should be emphasized that there are no changes to the Company, its operations, its product, its organization, its expectations for the future, the use of proceeds or any other matters regarding the Company other than the pre-money valuation. The size of the Offering in terms of the number of Offer Shares will be adjusted to the extent that the gross proceeds from the Offering of DKK 75,000,000 will remained unchanged.
Lowering the pre-money valuation of the Company is considered a significant new factor that may affect the assessment of the securities, and every significant new factor relating to the information included in a prospectus which may affect the assessment of the securities, and which arises between the time when the prospectus is approved and the closing of the offer period, shall be mentioned in a supplement to the prospectus without undue delay, cf. Article 23 (1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the Prospectus Regulation).
An addendum (Addendum B) describing the pre-money valuation, price amendment, number of Offer Shares and the consequent amendments to the Prospectus published on May 31, 2021 will be submitted for approval with the Danish Financial Supervisory Authority on June 11, 2021. The Danish Financial Supervisory Authority has a maximum of five working days to approve Addendum B, cf. Article 23 (1) of the Prospectus Regulation.
From the publication of both Addendum A and Addendum B, investors who have already applied to purchase or subscribe for the securities before respectively Addendum A and Addendum B is published have the right, exercisable within three working days after the publication of both Addendum A and Addendum B to withdraw their application.
Rights of withdrawal is further described in Addendum A. Should the investor not withdraw the application within three trading days after the publication of Addendum A nor three trading days after the publication of the price amendment that will be stated in Addendum B, the submitted subscription application for the specified number of Offer Shares is binding with the new offer price. If the submitted subscription application instead specifies an order amount, the order is binding at the specified amount with a new number of Offer Shares adjusted for the new offer price, rounded down to the nearest number of Offer Shares.
Until a new subscription form is published with Addendum B, investors are still able to apply for subscription of Offer Shares by submitting the subscription form in the Prospectus. The new price of the Offer Shares will automatically apply regardless whether the investor specifies an order amount or a number of Offer Shares in the submitted subscription form.