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June 8, 2018: Reference is made to the press release published on May 28, 2018, in which TargetEveryOne AB ("TargetEveryone" or the "Company", Merkur Market Trading Symbol: "TEONE-ME"; NASDAQ First North Trading Symbol: "TEONE") announced the successful completion of its offering in connection the listing of the Company's shares on Merkur Market (the "Offering").
Sparebank 1 Markets AS (the "Stabilization Manager") may engage in stabilization activities on Merkur Market in TargetEveryOne's shares (the "Shares") from today, June 8, 2018, to and including July 6, 2018 (the "Stabilization Period").
Stabilization activities will be carried out on Merkur Market, only, and not on NASDAQ First North.
The stabilization activities, if undertaken, are aimed to support the market price of the Shares.
In connection with the Offering, the Stabilization Manager has over-allotted 3,348,495 Shares to applicants in the Offering, equaling approximately 15% of the number of shares sold and issued in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilization Manager has borrowed from XIB Group AS a number of Shares in the Company equal to the number of Shares over-allotted.
Further, the Stabilization Manager has been granted an option (the "Over-allotment Option") to subscribe for a number of new Shares in the Company equaling the number of over-allotted shares at an excersice price of NOK 2.25 (the "Offer Price"). The Over-allotment Option may, at the Stabilization Manager's discretion, be exercised at any time during the Stabilization Period. The Over-allotment Option may be excersised one time only. The Stabilization Manager can close out the short positions created by over-allotments by buying shares in the open market through stabilization transactions and/or by exercising the Over-allotment Option.
The Stabilization Manager may in the Stabilization Period effect transactions with a view to stabilize or maintain the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market on Merkur Market at prices equal to or lower than (but not above) the Offer Price. There is no obligation for the Stabilization Manager to conduct stabilization activities and there is no assurance that stabilization activities will be undertaken. Such stabilizing activities, if commenced, may be discontinued at any time, and will in any event be brought to an end upon or before expiry of the Stabilization Period.
Within one week after the end of the Stabilization Period, the Stabilization Manager will ensure adequate public disclosure as to whether or not stabilization activities were undertaken, together with additional details as required.
Any stabilization activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments.
For further details see the prospectus dated May 3, 2018 issued by TargetEveryOne in connection with the Offering and the listing of the Shares on Merkur Market.
Advisers
SpareBank 1 Markets AS is acting as Sole Bookrunner in the Offering. Sparebank 1 Markets AS is further appointed to act as certified Merkur Market advisor, in accordance with the rules for listing on Merkur Market, in respect of the Listing. Advokatfirmaet Grette AS is acting as legal adviser, as to Norwegian law, to the Company in connection with the offering.
About TargetEveryOne
TargetEveryone is listed on Nasdaq First North Sweden and started ten years ago in the Nordic entrepreneurial era. Today TargetEveryone has customers and partners in over 80 countries and 45 employees at offices in Stockholm, Oslo, Lisbon, Philadelphia and Indian Chandigarh.
www.targeteveryone.com
The Company's Certified Adviser on NASDAQ First North is:
Mangold Fondkommission AB (556585-1267)
Box 55 691
102 15 Stockholm
Phone: +46 8 503 015 50
www.mangold.se
Important Notice
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The Sole Bookrunner, any of its affiliates or any of their respective directors, officers, employees, advisors or agents, does not accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful. 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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 to 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.
The Sole Bookrunner and its affiliates are acting exclusively for the Company and no-one else in connection with the intended offering. They will not regard any other person as their respective clients in relation to the intended offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated offering, the Sole Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated offering or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Bookrunner and any of its affiliates acting as investors for their own accounts. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aims", "expect", "anticipate", "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 believes 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 its control. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Sole Bookrunner and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the offering will proceed and that the listing will occur.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
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