Trifork Holding AG: 9/2021: Trifork publishes Offering Circular and offer price for its intended Initial Public Offering on Nasdaq Copenhagen

Trifork Holding AG: 9/2021 Trifork publishes Offering Circular and offer price for its intended Initial Public Offering on Nasdaq Copenhagen

Company announcement no. 09 / 2021 
 
  Schindellegi, Switzerland - 17 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  NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, 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 will be made, 
and any investor should make his investment decision, solely on the 
basis of information that is contained in a prospectus to be 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. 
 
  Trifork publishes Offering Circular and offer price for its intended 
Initial Public Offering on Nasdaq Copenhagen 
 
  Trifork Holding AG ("the Company" or together with its subsidiaries 
"Trifork" or "the Group"), a next-generation IT and business services 
provider which strives to be at the forefront of digital innovation, 
today published an Offering Circular and offer price for its intended 
Initial Public Offering ("IPO" or "Offering") and subsequent admission 
to trading and official listing of its shares on Nasdaq Copenhagen A/S 
("Nasdaq Copenhagen"). 
 
  Julie Galbo, Chairperson of Trifork, said: 
 
  "Today is a milestone for Trifork and it marks a new exciting journey 
for the company and its talented and dedicated people. The long 
profitable growth track record and the inspiring digital solutions, 
which are the trademark of Trifork, resonates well with potential 
investors. The fact that a group of cornerstone investors have signed up 
for around half of the offering is a vote of confidence in the 
management team and the international growth ambitions." 
 
  Jørn Larsen, Founder and CEO of Trifork, said: 
 
  "Since our inception in 1996, we have been motivated by pushing the 
boundaries of how new technologies and methods can be discovered, 
applied and developed into novel it-solutions that can make everyday 
life easier for everyone and enable our customers to become industry 
leaders. This will also be our guiding principle in the future as a 
listed company as we continue our growth journey as a driver of 
digitization processes in Denmark and internationally. But first, we 
look forward to inspiring meetings with potential investors in the 
coming weeks." 
 
  Highlights of the Offering 
 
 
  -- A fixed offer price of DKK 150 per share of nominal value of CHF 0.10 
   each, corresponding to a total market value of all issued shares of the 
   Company of approximately DKK 2.962 billion after completion of the 
   Offering. 
 
     -- The Offering comprises: 
 
         -- An offer of 7,105,880 ordinary shares, each with a nominal 
          value of CHF 0.10. The Selling Shareholders (as defined 
          below) are offering 6,165,647 existing shares (the 
          "Existing Offer Shares") and the Company is offering 
          940,233 new shares (the "New Offer Shares" and together 
          with the "Existing Offer Shares", the "Offer Shares"), 
          excluding the over-allotment option. 
 
         -- The Existing Offer Shares are being offered by GRO Holding 
          I ApS, Kresten Krab Holding ApS, Jørn Larsen and 
          certain other shareholders in the Company (jointly referred 
          to as the "Selling Shareholders"). Jørn Larsen is 
          expected to remain the largest shareholder after the 
          Offering. 
 
         -- An over-allotment option to acquire up to 1,065,882 
          additional shares (the "Option Shares") has been granted to 
          the Joint Global Coordinators by the Selling Shareholders, 
          exercisable, in whole or in part, from the date of 
          admission until 30 calendar days thereafter, solely to 
          cover over-allotments or short positions, if any, incurred 
          in connection with the Offering. The number of Option 
          Shares may not exceed 15% of the Offer Shares (other than 
          the Option Shares). 
 
         -- Provided that the over-allotment option is exercised in 
          full, the Offering will comprise of 8,171,762 shares in 
          total. 
 
         -- The total value of the Offering amounts to approximately 
          DKK 1.066 billion, based on the assumption that the 
          Offering is fully subscribed, and approximately DKK 1.226 
          billion if the over-allotment option is exercised in full. 
 
     -- Ferd AS, Chr. Augustinus Fabrikker A/S, Danica Pension, 
       Livsforsikringsaktieselskab, Funds managed by I&T Asset Management 
       (Fondsmæglerselskabet Investering & Tryghed A/S) and Spar 
       Nord Bank A/S have in connection with the Offering, subject to 
       certain conditions, undertaken to purchase Offer Shares as 
       Cornerstone Investors for a total purchase amount of DKK 600 
       million, corresponding to approximately 56% of the Offering 
       excluding the over-allotment option or 49% of the Offering if the 
       over-allotment option is exercised in full. 
 
     -- Prior to the Offering, certain employees of the Group have 
       undertaken to purchase shares in the Company at the offer Price up 
       to a certain fixed investment amount for each eligible person. 
       223,083 of the offered shares are reserved for purchase by the 
       Company and expected to be sold to employees of the Group at the 
       offer price following the Offering. 
 
     -- The Company is expected to receive approximately DKK 120 million 
       in net proceeds from the sale of the New Offer Shares in the 
       Offering. Net proceeds are expected to be used for the purpose of 
       (i) expanding through strategic and tactical acquisitions in the 
       Group's four core geographies, Denmark, the Netherlands, 
       Switzerland and the United Kingdom, (ii) explore opportunistic 
       expansion, including in countries and regions other than the core 
       geographies, (iii) potentially expanding investments in companies 
       in which the Group holds non-controlling interests and (iv) for 
       general corporate purposes. 
 
     -- The Company will not receive any proceeds from the sale of the 
       Existing Offer Shares by the Selling Shareholders. 
 
     -- Following the Offering, the free float is expected to amount to 
       between 59% and 65% of the Company's share capital, depending on 
       the potential exercise of the over-allotment option. 
 
     -- The offer period ("Offer Period") commences on 17 May 2021 and 
       will close no later than 31 May 2021 at 2:00 p.m. CET, but may be 
       closed in whole or in part at the earliest on 26 May 2021 at 00:01 
       a.m. CET. The Offer Period for orders up to, and including, DKK 3 
       million may be closed before the remainder of the Offering is 
       closed. Any such earlier closing, in whole or in part, will be 
       announced through Nasdaq Copenhagen. 
 
     -- The first day of trading of the Temporary Purchase Certificates on 
       Nasdaq Copenhagen is expected to be 1 June 2021 and the last day 
       of trading of the Temporary Purchase Certificates on Nasdaq 
       Copenhagen is expected to be 3 June 2021. The first day of trading 
       in, and official listing of, the Company's shares, including the 
       Offer Shares, on Nasdaq Copenhagen is expected to be 4 June 2021 
       unless moved forward if the Offer period is closed before 31 May 
       2021. 
 
     -- Application has been made for the shares to be admitted to trading 
       and official listing under the symbol of "TRIFOR" in the permanent 
       ISIN CH1111227810 and for the Temporary Purchase Certificates to 
       be admitted to trading on Nasdaq Copenhagen under the temporary 
       ISIN CH1113156488 and the temporary symbol of "TRIFOR TEMP". 
       Subject to completion of the Offering and registration of the New 
       Offer Shares with the commercial register of the Canton of Schwyz, 
       Switzerland, the Temporary Purchase Certificates will 
       automatically be exchanged in VP Securities A/S ("VP Securities") 
       for a corresponding number of shares on or around 7 June 2021. 
 
     -- Trading in the Temporary Purchase Certificates will be conditional 
       until specific conditions are met, and all dealings in the 
       Temporary Purchase Certificates and/or the Offer Shares prior to 
       settlement of the Offering are for the account of, and at the sole 
       risk of, the parties concerned. For a description of such 
       conditions see the Offering Circular. Trading on Nasdaq Copenhagen 
       will commence before specific conditions to the Admission are met 
       and will be suspended if the Offering is not completed. 
       Consequently, all dealings in the Offer Shares prior to settlement 
       of the Offering, and the Company making an announcement to that 
       effect, will be conditional on the Offering not being withdrawn 
       prior to settlement of the Offering, and the Company making an 
       announcement to that effect, and any such dealings will be for the 

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May 17, 2021 08:23 ET (12:23 GMT)