Skitude Holding AS: Private Placement of approx. NOK 270 million successfully placed

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Skitude Holding AS: Private Placement of approx. NOK 270 million successfully placed

Oslo, 8 December 2020. Reference is made to the press release from Skitude Holding AS (the “Company” or «Skitude») published on 2 December 2020 regarding a contemplated private placement and listing on Euronext Growth Oslo (the «Listing»).

The Company is pleased to announce that the Private Placement (as defined below) has been successfully placed with a total transaction size of approx. NOK 270 million through the allocation of 40,350,794 shares at a price of NOK 6.70 per share (the «Offer Price»). 

The Private Placement raised gross proceeds of approx. NOK 200 million to the Company through the sale of 29,850,746 new shares (the “Primary Offering») and approx. NOK 35 million to a consortium of existing shareholders in the Company (the “Selling Shareholders”) through the sale of 5,236,901 existing shares (the «Secondary Offering», and together with the Primary Offering, the «Private Placement»).

Furthermore, the Managers (as defined below) have over-allotted 5,263,147 shares in the Private Placement, equal to up to approx. 15% of the number of new and existing shares offered in the Private Placement (the “Additional Shares”) to facilitate price stabilisation activities in a period of 30 days from the first day of Listing. The Additional Shares will be settled by existing shares borrowed from existing shareholder Canica AS. Further, the Company have granted to the Managers a greenshoe option to subscribe for and have issued at the Offer Price a number of new shares equal to the number of over-allotted shares to cover short positions resulting from any over-allotments made. 

Following completion of the Private Placement (before any exercise of the greenshoe option), the Company will have 82,222,887 shares outstanding, each with a par value of NOK 0.02, resulting in a market capitalization of Skitude of approx. NOK 551 million based on the Offer Price.

The Private Placement was well covered and attracted strong interest from Norwegian, Nordic and international high-quality institutional investors. Four cornerstone investors have subscribed for and been allocated shares for NOK 118 million, distributed as follows: (i) NOK 45 million to Handelsbanken Fonder; (ii) NOK 30 million to Investinor; (iii) NOK 23 million to Canica; and (iv) NOK 20 million to Andenæsgruppen. 

The net proceeds from the Primary Offering will predominantly be used to accelerate organic growth, finance M&A and for general corporate purposes.

The Company and Selling Shareholders as well as members of the Company’s management and board have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of six or twelve months.

Completion of the Private Placement is conditional upon (i) the EGM’s resolution to issue the new shares, expected 14 December 2020, (ii) the termination of the Company’s shareholders’ agreement, and (iii) the registration of the share capital increase in the Company pursuant to the Primary Offering in the Norwegian Register of Business Enterprise having taken place.

Allocation to investors will be communicated on or about 8 December 2020. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 18 December 2020 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement will be facilitated by a pre-funding agreement between the Company and the Managers. 

The Company has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about 18 December 2020.

Advisors:

Arctic Securities AS and Pareto Securities AS (the “Managers”) are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Skitude, while Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers. Corporate Communcations AS is acting as communication advisor to the Company.

Stabilisation: 

In connection with the Private Placement, Pareto Securities AS, in its capacity as Stabilisation Manager for the Private Placement on behalf of the Managers, may (but will be under no obligation to) effect stabilisation transactions with a view to supporting the market price of the Shares, in a period of 30 days from the first day of listing of the Company on Euronext Growth Oslo. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis. Any stabilisation activities will be conducted based on the same principles as set out in Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments.

Skitude in brief:

Skitude is a technology company paving the way for digitization of the global ski and mountain tourism industry – connecting ski resorts with skiers through its digital and mobile platforms. Skitude’s business model comprise three separate revenue streams, including annual recurring revenues for software as a service offering paid by ski resorts, subscription fees from premium app users, and ecommerce revenues driven by the skier-ski resort transaction volumes on Skitude’s platforms. 

The Company’s vision is to be a one-stop-shop for skiers and resorts across all products and services related to mountain activities.

Company highlights:

Leading the digitization of the global skiing industry.

EUR 135 billion addressable market.

Attractive high-income consumer segment.

Natural consolidator of fragmented industry.

Cementing leading global position through recent M&A activity. 

Interactive platform connecting skiers and mountain resorts.

Digital purchases of lift tickets and real-time resort information among other resort services.

White-label digital solutions for ticketing, bundling of full resort product basket and proprietary dynamic pricing solution.

Combining a 1.8+ million skier community with 300+ resorts on contract with three legs for monetization.

Revenue generated from SaaS licenses, premium skier subscriptions and scalable ecommerce business.

For more information, please contact:

Bent Grøver (Chairman of the Board)

Mob: +47 950 40 392 

bent.grover@investinor.no

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 Managers nor any of its 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.