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22/02-2019 08:00:05: (NAPA) Napatech A/S: Announces private placement and a fully underwritten subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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.

Copenhagen, 22 February 2019

The board of directors (the "Board of Directors") of Napatech A/S ("Napatech" or
the "Company") is pleased to announce that it has conducted a private placement
(the “Private Placement”) of 33,333,333 new shares (“Offer  Shares”), at a price
of NOK 1.50 per Offer Share (the “Subscription Price”), raising gross proceeds
of NOK 50 million. Further, the company will conduct a fully underwritten
subsequent offering of NOK 25 million by offering 16,666,667 new shares at the
Subscription Price (the "Subsequent Offering", and together with the Private
Placement, the "Transaction"). The Subsequent Offering is fully underwritten by
a syndicate of applicants in the Private Placement. 

Net proceeds from the Transaction will be used to finance further growth of the
Company and for general corporate purposes. With new equity and the Company's
baseline case, Napatech expects to be fully funded throughout 2019 and to become
cash generating in 2020. Specifically Napatech wants to leverage its expertise
in FPGA solutions to innovate new higher growth product lines in Cybersecurity
and Virtualization Acceleration. In addition, Napatech will focus on new and
additional engineering development to accelerate delivery of these new products
to the market in 2019 and 2020. Further, the Company will enhance its
go-to-market strategy, sales and marketing to maximize the revenue impact from
new products while the market for Smart NICs is expanding. Updated Company
Presentation can be found on Napatech website under “Investor Information”.

Completion of the Private Placement implies a deviation from the existing
shareholders pre-emptive rights to subscribe for and be allocated new shares.
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014, and is of the opinion that the contemplated transaction is in
compliance with these requirements. The Board is of the opinion that the Private
Placement allows the Company to raise capital more quickly and, at a lower
discount compared to a rights issue. Furthermore, the Board is of the opinion
that, in the current market, a private placement has a larger possibility of
success compared to a rights issue. The Board of Directors has also considered
the dilutive effect of the share issue (taking into consideration the size of
the Subsequent Offering), the investor interest in the transaction, the
strengthening of the shareholder base that will be achieved by the Private
Placement, the liquidity in the shares, transaction costs, transaction
efficiency and completion risks.

Completion of the Private Placement and the Subsequent Offering is subject to
(i) approval by an Extraordinary General Meeting (the “EGM”) to issue, or
authorise the Company's Board of Directors to issue, the Offer Shares and the
Subsequent Offering Shares expected to be held on or about 15 March 2019, as
well as the Board of Directors approval to consummate the Transaction; (ii) the
necessary corporate resolutions of the Company resolving to consummate the
Transaction and allocate the Offer Shares and the underwriting commitments and
(iii) payment and registration of the share capital increases in the Company
pertaining to the Transaction with the Danish Central Business Register.

The date for settlement in the Private Placement (the “Settlement Date”) is
expected to be shortly after the EGM which is expected to be held on or about 15
March 2019 and subsequent registration of the share capital increase pertaining
to the Offer Shares with the Danish Central Business Register. The Offer Shares
will be delivered on a separate ISIN on Settlement Date, and will thereafter
become listed and tradable upon a listing prospectus being approved by the
relevant prospectus authority and published (expected late March / early April
2019).

The Board of Directors of the Company has resolved to undertake a fully
underwritten Subsequent Offering of 16,666,667 new shares, raising gross
proceeds of NOK 25 million. Shareholders in the Company as of close of trading
on 21 February 2019 (and as registered in the VPS on 25 February 2019) and who
are not resident in a jurisdiction where such offering would be unlawful, or
would (in jurisdictions other than Norway and/or Denmark) require any prospectus
filing, registration or similar action will receive subscription rights based on
their shareholding as of that date, however so that shareholders who were
allocated shares in the Private Placement will not receive subscription rights
and will not be eligible to participate in the Subsequent Offering. Funds that
are under management by the same company, group of companies, fund managers or
similar may be treated as one shareholder when applying these limitations.

The Subsequent Offering is fully underwritten by a syndicate of applicants in
the Private Placement. There will be no underwriting fee payable to the
underwriters.

Verdane Capital VIII K/S has been allocated 11,777,778 Offer Shares in the
Private Placement and has committed to underwrite for up to 5,888,889 Subsequent
Offering Shares.

In addition to the Transaction, the Board of Directors has, also subject to EGM
approval, resolved to allocate1,145,000 new shares in a separate offering
tranche to the following members of the Executive Management and the Board of
Directors:
- Ray Smets (CEO) – 280,000 new shares
- Henrik Brill Jensen (COO) – 50,000 new shares
- Flemming Andersen (CRDO) – 75,000 new shares
- Lars Boilesen (Chairman of the Board) - 250,000 new shares 
- Bjørn Erik Reinseth (Board Member) – 250,000 new shares
- Howard Bubb (Board Member) – 40,000 new shares
- Henry Wasik (Board Member) – 200,000 new shares
 
The subscribers in this separate tranche will not be eligible for participation
in the Subsequent Offering.

Total amount to be raised through the Transaction and the separate offering
tranche amounts to approximately NOK 76.7 million and comprises issuance of
51,145,000 new shares.

ABG Sundal Collier ASA is engaged as manager for the Transaction. Advokatfirmaet
Schjødt AS is Norwegian legal counsel to the Company. Advokatfirmaet Lassen
Ricard is Danish legal counsel to the Company.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

About Napatech: 

Napatech helps companies to reimagine their business by bringing hyperscale
computing benefits to IT organizations of every size. We enhance open and
standard virtualized servers to boost innovation and release valuable computing
resources that improve services and increase revenue. Our Reconfigurable
Computing Platform™ is based on a broad set of FPGA software for leading IT
compute, network and security applications that are supported on a wide array of
FPGA hardware designs. Additional information is available at: www.napatech.com 

For more information, please contact: 

Ray Smets, CEO, rsm@napatech.com, +45 4596 1500

Heine Thorsgaard, CFO, htg@napatech.com, +45 4596 1500

Important information: The release is not for publication or distribution, in
whole or in part directly or indirectly, in or into Australia, Canada, Japan or
the United States (including its territories and possessions, any state of the
United States and the District of Columbia). This release is an announcement
issued pursuant to legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act. It is issued for information purposes only, and does not constitute
or form part of any offer or solicitation to purchase or subscribe for
securities, in the United States or in any other jurisdiction. The securities
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan or the United
States.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions.
 
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
 
The Manager is acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter referred to
in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company's
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-l

Ekstern link: https://newsweb.oslobors.no/message/470317

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