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Company announcement no. 17 / 2021
Schindellegi, Switzerland - 31 May 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This announcement does not constitute an offering memorandum or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017. The offer to acquire securities pursuant to any offering is made, and any investor should make his investment decision, solely on the basis of information that is contained in a prospectus made generally available in Denmark in connection with the offering. Copies of the prospectus may be obtained by persons in Denmark through the website of the Company as set forth elsewhere in this announcement.
Completion of Trifork's initial public offering
With reference to company announcement no. 9/2021 dated 17 May 2021 and company announcement no. 11/2021 dated 27 May 2021 as published by Trifork Holding AG (Swiss company registration number CHE-474.101.854) (“Trifork” or the "Company") in connection with the initial public offering (the “Offering”) and admission to trading and official listing of Trifork's shares on Nasdaq Copenhagen A/S (the "Listing"), Trifork today announces the completion of the Offering.
Trifork has received notification from the Joint Global Coordinators that none of the termination rights of the underwriters provided for in the underwriting agreements dated 17 May 2021 have been invoked. The Offering and the Listing will therefore not be terminated or withdrawn.
Further, the Offering has today proceeded to completion and the admission to trading and official listing on Nasdaq Copenhagen is now unconditional. The offer shares allocated to investors in the form of Temporary Purchase Certificates as described in company announcement no. 9/2021 dated 17 May 2021 and no. 11/2021 dated 27 May 2021 have been settled and prior hereto, the share capital increase of 940,233 new shares, each with a nominal value of CHF 0.10, has been registered with the commercial register of the Canton of Schwyz, Switzerland.
Following the share capital increase, the total nominal share capital of Trifork is CHF 1,974,489.90, divided into 19,744,899 shares, each with a nominal value of CHF 0.10. Each share carries one vote at Trifork's general meetings. Updated Articles of Association are available at www.trifork.com.
The shares comprised by the Offering (including the new shares) are delivered in the form of Temporary Purchase Certificates under the temporary ISIN CH1113156488. On 2 June 2021, the Temporary Purchase Certificates are expected to be automatically exchanged in VP SECURITIES A/S for a corresponding number of shares in Trifork in the permanent ISIN CH1111227810. The last day of trading of the Temporary Purchase Certificates will be today, 31 May 2021, and the first day of trading of the shares will be 1 June 2021. In connection with the automatic exchange, the Temporary Purchase Certificates will cease to exist.
Accordingly, after trading has closed on Nasdaq Copenhagen A/S today on 31 May 2021, all future trading in Trifork's shares on Nasdaq Copenhagen A/S will continue and settle under the permanent ISIN CH1111227810 under the symbol "TRIFOR".
For further information, please contact:
Dan Dysli, Head of Investor Relations
firstname.lastname@example.org, +41 79 421 6299
Peter Rørsgaard, Trifork CMO
email@example.com, +45 2042 2494
Trifork Group, headquartered in Schindellegi, Switzerland, with offices in 11 countries in Europe and North America, is an international IT group focusing on the development of innovative software solutions. The group was founded in Denmark in 1996 and now has more than 800 employees in business units, focusing on three vertical business areas: Digital Health, FinTech and Smart Buildings and three horizontals: Cloud Operations, Cyber Protection and Smart Enterprise. Trifork optimizes its customers’ businesses by delivering effective and user-friendly digital solutions. As part of its innovation program, Trifork produces technical content in collaboration with hundreds of tech-experts from the leading universities and startups. With the GOTO brand and the YouTube tech-channel, Trifork serves a world-wide tech community of more than 215,000 people and with more than 20 million views since its inception. Trifork’s R&D is anchored in the Trifork Labs, where Trifork continuously co-founds and develops IT start-up companies. The startups deliver technology that Trifork uses to produce innovative solutions for customers. Read more on trifork.com.
This announcement does not constitute an offering memorandum or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 (the "Prospectus Regulation") and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in any prospectus published by the Company in connection with a the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the prospectus are available from the Company's registered office and on the website of the Company.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Trifork Holding AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act.
In any member state of the European Economic Area (“EEA Member State”), other than Denmark, this communication is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering memorandum, including qualified investors, within the meaning of the Prospectus Regulation as implemented in each such EEA Member State.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) through (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Joint Global Coordinators and their affiliates are acting exclusively for the Company and the selling shareholders in the Offering and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering, the Joint Global Coordinators and any of their 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 offering or otherwise. Accordingly, references in the offering memorandum or prospectus, 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, such Joint Global Coordinators and any of their affiliates acting as investors for their own accounts. The Joint Global Coordinators do 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.
In connection with the offering, Carnegie Investment Bank AB (publ) (the "Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization in any offering. Any stabilization action may begin on or after the date of commencement of trading and official listing of the securities on Nasdaq Copenhagen A/S and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading and official listing of the securities.
Matters discussed in this document may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.