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This notice does not constitute a tender document. No person should buy or subscribe for shares in DecideAct A/S ("DecideAct" or "the Company"), unless this is done on the basis of information in the company description published by the Company in connection with the offering of shares for trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website.
Company Announcement No. 1-2020
Copenhagen, November 25, 2020
DecideAct A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark. The offer period runs from 26 November to 9 December 2020, and the offer price is DKK 8.15 per share, corresponding to a pre-money valuation of DKK 42 million. The maximum offer of new shares is DKK 18.5 million, of which 36% have been signed before the offer period opens.
About DecideAct A/S
DecideAct is a dedicated provider of solutions that move manual implementation and follow-up of strategy to a cloud-based Strategy Execution Management platform. By rethinking the way strategy is implemented, DecideAct has created a groundbreaking tool that can help companies and organizations achieve their strategic goals. DecideAct’s vision is to modernize strategic leadership through technology.
Strategy Execution Management is a new category—and it is interesting for several reasons: First, because all companies work with strategy. Second, because most companies find that their strategies fail during implementation. And third, because most companies do not have a digital solution for strategy implementation.
The founders of DecideAct have spent the past five years developing and refining the cloud solution together with customers in the Icelandic test market. Based on sales experience in the Icelandic test market, the sales potential in Denmark, Sweden, Norway and Finland alone is more than 500 customers over the next three years. If just half is landed, it will yield an annual subscription turnover of 56.9 million Danish Kroner in 2023.
The cloud solution was created for the new reality, where companies work together at a distance. In other words: the timing is right. It is DecideAct’s ambition to continue to set the standard in the category while the market continues to grow substantially.
SUMMARY OF THE OFFERING
The expected gross proceeds are DKK 7 – 18.5 million.
· Only new shares are offered
· The offer price is DKK 8.15, corresponding to a pre-money valuation of DecideAct before the offer of DKK 42 million.
· The tender period runs from 26 November to 9 December 2020.
· Publication of the result of the offering is expected to take place on December 11 and the first trading day is expected to be December 16.
· Offer price: DKK 8.15 per share of nominally DKK 0.10. Number of shares before the offer: 5,290,539
· 36% of the maximum offer of DKK 18.5 million has been signed before the offer period opens.
Reason for the offering
DecideAct is seeking funds to drive its marketing and sales capability. The Company believes that it is in a market situation that is an early stage Product Life Cycle with a fairly low market maturity, it is important to be ahead of the curve and thus enjoy as much first mover advantage as possible. DecideAct’s aim is not only to scale its sales and support functions, but also to allocate resources to increasing awareness in the market. The Founders will draw on their vast international experience to spread the word, but they have also teamed up with some of the world’s prominent thought leaders when it comes to evangelizing modern Strategy Execution Management.
Financial performance and expectations
For the past two years, test marketing has been conducted in Iceland to test interest and purchase cycle. With a relatively modest effort, DecideAct has produced extremely good results that have also indicated the potential in the Nordic markets in the coming years. DecideAct anticipates that the client base will add up to at least 250 licenses by 2023 corresponding to an MRR (Monthly Recurring Revenue) of approximately DKK 5 million and a corresponding ARR (Annual Recurring Revenue) of approximately DKK 57 million, which is more than 10 times the expected MRR at the end of 2020.
Business description
Company description, subscription form and further information is available via the company's investor website: decideact.net/investor-relations. The company description is also available as a link at the bottom of this press release. For more information, see the website: decideact.net
New Offered Shares
The Offering comprises a maximum of 2,269,939 new shares, corresponding to gross proceeds of DKK 18.5 million. The minimum supply is 855,428 new shares, corresponding to gross proceeds of DKK 7 million. If there are no investors for the minimum offering of 855,428 shares, the offer will not be completed.
Existing Shareholders
None of the existing shareholders are selling shares at the offering and all major shareholders are subject to lock-up for a period of at least 12 months for 90% of their current shares.
Submission of subscription orders
The new shares can be subscribed by submitting an electronic subscription order via the investor's own account-holding bank or by submitting the subscription form to the investor's own account-holding bank. Minimum subscription is 600 shares corresponding to DKK 4,890 per subscription order. Publication of the results of the offer is expected to take place on 11 December 2020.
ISIN code and symbol
The company has one share class. The new shares are settled in a temporary ISIN DK0061414554 upon completion of the tender. When the share capital increase is registered with the Danish Business Authority, the new shares will be issued and admitted to trading in the same permanent ISIN code as the existing shares. The permanent ISIN code for the shares is DK0061414471 and the shares have been applied for trading under the ticker "ACT".
Admission to trading
The new shares and the existing shares are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the offering and fulfilment of Nasdaq First North Growth Market's requirements for shareholder distribution and free float. The first trading day for the shares on Nasdaq First North Growth Market Denmark is expected to be December 16, 2020
Contact Information
The Company
CEO, Flemming Videriksen
+ 45 78756550
E-mail: ir@decideact.net
DecideAct A/S
Østre Kajgade 3, 3730 Nexø, Denmark
Certified Advisor
Keswick Global AG
+ 43 1 740 408045
E-mail: info@keswickglobal.com
Important information
This notice does not constitute a business description or prospectus. No person should buy or subscribe for shares in DecideAct A/S, unless this is done on the basis of information in the company description published by DecideAct in connection with the offering and admission of shares to trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website. This notice does not constitute an offer to sell or an invitation to offer to purchase shares issued by the Company in any jurisdiction where such offer or sale would be illegal and the notice and information contained therein may not be directly or indirectly distributed or disclosed in or to such jurisdictions. The offering is carried out in accordance with Danish law and the new shares are only offered in Denmark, Sweden and Iceland.
Relationships dealt with in this Communication may constitute forward-looking statements that do not constitute historical facts. The forward-looking statements in this announcement are based on a number of assumptions, many of which are based on additional assumptions. Although DecideAct estimates that these assumptions were reasonable as they were made, they are inherently associated with significant known and unknown risks, uncertainties, unforeseen events, and other material issues that are difficult or impossible to predict or beyond the control of the Company. Such risks, uncertainties, unforeseen events, and other material matters may cause actual events to differ materially from the expectations expressed or implied in the forward-looking statements contained herein. The information, views and forward-looking statements contained in this notice apply only to the date of publication of this notice and are subject to change without notice.