Mintra Holding AS: Private Placement successfully placed

Mintra Holding AS: Private Placement successfully placed

Reference is made to the press release from Mintra Holding AS (“Mintra” or the “Company”) published on 22 September 2020 regarding a contemplated private placement (the “Private Placement”) and admission to trading on Merkur Market (the “Listing”).

The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 51,540,000 new shares in the Company (the “New Shares”) at a price of NOK 9.70 per share (the “Purchase Price”), raising gross proceeds of approximately NOK 500 million, and a secondary sale of 41,235,000 existing shares in the Company at the Purchase Price by existing shareholders (including current majority owner RCAF E-learning S.à r.l. – a company owned and controlled by investment vehicles advised by Riverside Partners L.L.C. and / or its affiliates (the “Selling Shareholders”) with gross proceeds of approximately NOK 400 million (“Secondary Shares”, and together with the New Shares, the “Offer Shares”).[1]

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was multiple times oversubscribed. Six cornerstone investors have purchased and been allocated Offer Shares for a total amount of NOK 340 million, including NOK 100 million from Nordea Investment Management, NOK 65 million from Berenberg Bank, NOK 50 million from Didner & Gerge Fonder, NOK 45 million from Aktia Asset Management, NOK 40 million from Consensus Asset Management and NOK 40 million from DNB Asset Management, respectively.

The net proceeds from the issue of the New Shares are expected to be used to accelerate organic growth, execute the company’s M&A plan, reduce debt leverage / financing payables and for general corporate purposes. The net proceeds from the sale of the Secondary Shares will be for the benefit of the Selling Shareholders.

Following the completion of the Private Placement, the largest shareholder RCAF E-learning S.à r.l. will own approx. 38% of the share capital of the Company, while the executive management team will own combined approx. 4.9%.

Members of the Company’s management and board, as well as the Selling Shareholders, have entered into customary lock-up arrangements with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, sell or dispose of shares, as applicable, for a period of twelve or six months, respectively.

Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s Board of Directors’ resolution to proceed with the Private Placement and the approval from an extraordinary general meeting in the Company to be held shortly after the end of the application period for the Private Placement (the “EGM”) to issue the New Shares, (ii) the EGM resolves inter alia to merge the Company’s existing three share classes into one, new ordinary share class and reserve split of three existing shares into one share, following which there will be 134,392,837 shares each with a par value of NOK 0.03 prior to the issue of the New Shares, (iii) payment being received for the Offer Shares, (iv) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pertaining to the New Shares, and (v) the shares of the Company are recorded in the VPS. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.

The Company will have 185,932,837 shares outstanding following the completion of the Private Placement.

Allocation to investors will be communicated on or about 25 September 2020. The Offer Shares are expected to be settled by the Managers on a delivery-versus-payment basis on or about 5 October 2020 following the registration of the new share capital pertaining to the New Shares in the Norwegian Registry of Business Enterprises and the recording of the Offer Shares in VPS. The delivery-versus-payment settlement of the New Shares in the Private Placement is facilitated by a pre-funding agreement to be entered into between the Company and the Managers.

The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, having its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 5 October 2020.

Advisors:

The Company has appointed Pareto Securities AS and SpareBank 1 Markets AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For more information, please contact:

Scott Kerr, Chief Executive Officer

+47 992 83 890

Ian Mackie, Chief Financial Officer

+44 1224 651340

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