Company announcement no. 5/2019
Copenhagen, 19 February 2019
Conferize A/S enters into DKK 75M agreement with international investment group
Today Conferize A/S has entered into an investment agreement with the Luxembourg-based investment group Global Emerging Markets (”GEM”). In the course of 3 years, GEM is obligated to buy shares in Conferize A/S for up to DKK 75 million. The agreement gives Conferize A/S the opportunity to secure the needed capital until the realization of a positive cash flow in 2021. The agreement is subject to final approval at Conferize A/S' next ordinary general meeting.
”We are currently engaged in developing the vast commercial potential of our platform. For a venture-startup like us, a common risk factor is securing enough working capital to realize the full potential of our plans. With this agreement, we’re now potentially fully funded until we’re cash flow positive in 2021,” says CEO Martin Ferro-Thomsen, and continues:
”The agreement with GEM is competitive with the costs of obtaining capital via a public offering of shares. Conferize will be in control with regard to when and at what price we choose to sell shares. In a best case scenario, we won’t have to carry out additional market cash calls. So, even though the agreement has an element of uncertainty, the general risk profile of Conferize as a venture startup is reduced significantly,” says CEO Martin Ferro-Thomsen.
In accordance with the IPO prospectus from June 2017, the Company still expects to carry out a follow-on public offering where existing shareholders are invited to buy shares on terms similar to those of the GEM agreement.
“Before we utilize the GEM facility, we would like to offer our existing shareholders the opportunity to buy shares on similar terms. We’re in the process of exploring how best to make this happen. We are proud of the support our shareholders have shown us in the past, and we intend to remain a ‘people’s share’ moving forward,” says CEO Martin Ferro-Thomsen.
About the agreement
The agreement entails a total facility of DKK 75M, with a condition that GEM’s total ownership in Conferize A/S does not surpass 20 %. The group’s obligation to buy shares is dependent on the trade volume of the Conferize A/S’ shares on Nasdaq First North. Based on the trade volume of the past 15 days, Conferize A/S can choose to make a capital call, of which GEM is obligated to buy between 75 % to 200 %. The purchase price is agreed to be the average share price with an 8 % discount.
Given the flexible nature of the agreement, it’s not possible to determine the full potential of the agreement. But had the agreement been in place in the past two years, Conferize A/S would have been able to raise in 2017 DKK 19.0-37.6M and in 2018 DKK 10.7-26.9M.
The agreement entails a commitment fee of 2 % and a warrant package, granting a right, not an obligation, for GEM to buy of 480,000 shares at a price of DKK 15.
The terms will be included with more details in the material for Conferize A/S’ ordinary general meeting.
About GEM
GEM, founded in 1991, is a USD 3.4 billion-investment group that manages a diverse set of investment vehicles focused on emerging markets across the world. GEM has completed 370 transactions in 70 countries. www.gemny.com
On Conferize
Conferize is a digital platform for event organizers and attendees. Too many events and conferences are still planned and realized following a template from a time when the world was still analog. This means that the attendees benefit too little in terms of networking, knowledge sharing and participation, and organizers struggle with old-fashioned and incomplete products, ultimately resulting in a bad experience for the attendees.
Conferize solves this fundamental problem by offering a comprehensive solution that makes it easy for the organizer and creates greater value for the attendees – before, during and after the event. At the same time, Conferize connects users and content in a global network of events, providing an overview of an otherwise fragmented industry. Conferize has been used by thousands of events in more than 140 countries and has been official partner for TEDx since 2014.
Business registration no. 34472742 | invest.conferize.com
Certified Adviser
The Company’s Certified Adviser is Baker Tilly Corporate Finance P/S (Business registration no. 40073310), Gert Mortensen, Poul Bundgaards Vej 1, 1., DK-2500 Valby, +45 30 73 06 67, gmm@bakertilly.dk.
Investor relations
Søren Dalsgaard Hansen, CFO Conferize A/S, +45 31 21 17 26, ir@conferize.com
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