Cyviz AS : - private placement directed towards Karbon Invest AS

16.3.2021 23:32:09 CET | Cyviz | Inside information

Cyviz AS ("Cyviz" or the "Company", ticker code "CYVIZ") is pleased to announce
that it has entered into an agreement with Karbon Invest AS ("Karbon") for an
investment of approx. NOK 49 million into Cyviz, through the issuance of
1,150,000 new shares at a price of NOK 43 per share (the "Private Placement"),
and to propose the election of Rune Syversen, a representative of Karbon, as new
chairman of the board of directors of the Company.

Following completion of the Private Placement, Karbon will own a total of
1,919,367 shares corresponding to an ownership in Cyviz of 14.9%. Karbon has
undertaken a lock-up of six months towards the Company on customary terms and
conditions.

Karbon is a privately held investment company characterized by active long-term
ownership in the companies they invest in. Karbon's contribution is recognized
through active participation leveraging its extensive network and experience
within the IT industry taking companies from good to great. Karbon is owned by
Jens Rugseth and Rune Syversen who have founded companies such as Crayon Group
and Link Mobility. Karbon currently has some NOK 3.5bn under management.

"I am pleased to see Karbon becoming a major shareholder in Cyviz and to take an
active shareholder role at the board of directors. With its proven industrial
experience from the tech sector, I am confident that Karbon will make an
important and value adding contribution to Cyviz going forward," comments Ole
Jørgen Fredriksen, chairman of the board of directors of Cyviz.

The new shares to be issued through the Private Placement corresponds to 9.8% of
the existing shares outstanding in Cyviz. The Company intends to use the net
proceeds from the Private Placement to further pursue growth initiatives and
strengthen its balance sheet.

The Private Placement is conditional upon the approval of the share capital
increase and the election of Rune Syversen as the new chairman of the board of
directors by the Company's shareholders at an extraordinary general meeting to
be held on 24 March 2021 (the "EGM").

Investinor Direkte AS (holding 41.85% of the existing shares) and Spinoza AS
(holding 3.96% of the existing shares), the holding company owned by the current
chairman Ole Jørgen Fredriksen, have expressed their support for the Private
Placement and have undertaken to vote in favour of the Private Placement and the
election of the new chairman of the board of directors at the EGM.

In connection with the contemplated election of Rune Syversen as the new
chairman, the current chairman Ole Jørgen Fredriksen will vacate his position
and resign from the board of directors. The Company and the board of directors
would like to thank Ole Jørgen for his valuable contributions and service as
chairman for nearly two decades. During this time, Cyviz has obtained the
position as a respected leading international player within its sector, serving
some of the most demanding Fortune 500 companies globally.

Rune Syversen co-founded Crayon and several other companies within the IT
industry. Mr. Syversen has more than 25 years of experience within the industry
and has held several senior management positions throughout his career. Mr.
Syversen studied at the Norwegian School of Management. He is a Norwegian
citizen residing in Oslo, Norway.

"It is a great pleasure for Karbon and me personally to be able to take an
active role in Cyviz' global ambitions. Cyviz is a company that is perfectly
positioned in an attractive market with its platform and unique technology that
stands out globally," says Rune Syversen. "The recent global agreement with
Microsoft is a clear testament to the quality and competitive advantages of
Cyviz and a great fundament for further expansion and growth," Mr. Syversen
adds.

The Private Placement implies a deviation from the existing shareholders'
pre-emptive rights to subscribe for and be allocated new shares. The board of
directors of Cyviz has considered the Private Placement in light of the equal
treatment obligations under the Norwegian Securities Trading Act and Oslo Børs'
Circular no. 2/2014. The board of directors has, when making its resolution to
propose that the EGM approves the Private Placement, in particular emphasized
(i) Karbon's significant expertise and experience owning and developing
technology companies, (ii) Karbon's willingness and desire to assume an active
role through the contemplated position as chairman of the board of directors and
(iii) Karbon's lock-up undertaking further demonstrating its long-term
perspective. The board of directors furthermore notes that the Private Placement
is conditional upon the approval by the shareholders in the EGM, involves
limited financial dilution to existing shareholders and will strengthen the
Company's shareholder base. Hence, the board of directors is of the view that
the Private Placement will be in the common interest of the Company and its
shareholders. Due to the limited size of the Private Placement, no subsequent
offering of shares is contemplated to be carried out as a result of this Private
Placement. 

Due to, inter alia, the strong share price after admission of the Company on
Euronext Growth Oslo in December last year, and Karbon's expected contribution
to the Company through the contemplated position as chairman of the board of
directors and as a long-term shareholder, which is also supporter by the lock-up
restrictions undertaken by Karbon in connection with the Private Placement,
Carnegie AS and DNB Markets, a part of DNB Bank ASA, have consented to waive the
Company's six month lock-up to facilitate for the completion of the Private
Placement.

Following registration of the capital increase pertaining to the Private
Placement, the Company's share capital will be NOK 14,174,156.70 divided into
12,885,597 shares, each with a nominal value of NOK 1.10.

DISCLAIMER

The information included in this announcement is defined as inside information
pursuant to MAR article 7 and is publicly disclosed in accordance with MAR
article 17. The announcement is made by the contact person.

 

CONTACTS

 * Ole Jørgen Fredriksen, Chairman of the Board, Cyviz AS, [phone],
   [e-mail] 

ABOUT CYVIZ

Cyviz is a global technology provider for standardized conference rooms, control
rooms and experience centers. Since 1998, Cyviz has empowered the digital
workforce to connect, visualize, and collaborate on their critical data. The
IT-driven turnkey solutions are easy to deploy, manage and support. Cyviz serves
global enterprises and governments with the highest requirements for usability,
security and quality, that engage people, encourage collaboration, and
accelerate decision-making.

cyviz.com - https://www.cyviz.com

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