Techstep ASA announces trading update, bridge financing and plans for rights issue
Techstep ASA (the "Company") today announces a new bridge financing facility to cover short term financing needs and the plans for a rights issue. During Q2 the Company has faced deteriorating fundamentals even though the long-term potential remains strong. The rollout within the Health sector represents a large potential for the company, and at the same time it has been taking more time than originally expected. The European partner segments also have been experiencing more lengthy sales and consumption processes. In addition, the integration and ERP platforms have imposed higher costs on the Company. The Management and the Board has launched a Techstep Improvement Program to give firm attention to increasing long-term profitability. However, the combined factors result in need for additional funding.
The Company has secured a NOK 40 million senior secured revolving facility from Danske Bank (the "Bridge Facility") as bridge financing to a contemplated equity raise. The Bridge Facility has a 4-month tenor.
The Bridge Facility has been guaranteed by the three largest shareholders of the Company, Datum AS, Karbon Invest AS and Valset Invest AS in addition to Arisona Holding AS and Specter Invest AS (together the "Guarantors"), who are also represented on the Company's board of directors.
The Company has undertaken to initiate a process of raising a minimum of NOK 83.3 million in new equity during H2. Proceeds will be used for repayment of the Bridge Facility and release the Guarantors from their obligation towards the bank, and to strengthen the balance sheet by settling the outstanding NOK 35 million (excluding interests) in shareholder loans. The Company contemplates proposing to its shareholders the approval of a rights issue, expected to take place during September/October.
The Company has obtained an undertaking from Datum AS, Karbon Invest AS, Valset Invest AS, Arisona Holding AS and Specter Invest AS (the "Underwriters") that they fully underwrite any planned rights issue up to NOK 83.3 million at a price of NOK 1 per share for an underwriting fee of 10% to be settled in shares in the Company. The Board remains open to alternative proposals from other investors that would support the rights issue at a higher subscription price.
"On behalf of the Board and the Company, we are grateful for the support provided by the Company's main shareholders and its lender, Danske Bank, in securing both short-term and long-term operational financing in a challenging market environment. We are also confident that the planned rights issue this autumn will ensure equal treatment of all shareholders and give all shareholders the opportunity to participate in the further capitalization of the Company's operations and development," says Arild Hustad, Chair of the Board.
"This financing is important to safeguard our operational flexibility as we continue to execute on Techstep's strategic transformation. We appreciate the confidence shown by our largest shareholders and the Board, who recognize the potential in Techstep's proprietary software platforms and unique mobility expertise. This positions us strongly to deliver demanding and complex mobility projects in the Nordics, while our European partner strategy, built on scalable software platforms, provides a solid foundation for future profitability and recurring revenue," says Morten Meier, CEO of Techstep.
The planned rights issue, including settlement of the shareholder loans represents a liquidity injection of minimum NOK 83.3 million and will contribute to the catch-up of the higher spend over the last previous months as well as supports the need reflected in the forward-looking profitability projections.
The Company is expected to convene an extraordinary general meeting in due course.
As a consequence of the trading update, the Company's board of directors have started considering alternatives for the Company and will initiate a strategic review following the rights issue. The strategic review will evaluate several potential courses of action, which may include structural changes, delisting or an alternative ownership structure.
Danske Bank A/S NUF has been retained as sole bookrunner in connection with the planned rights issue.
For further information, please contact:
Morten Meier, CEO
+47 97057717
Håvard Haukdal, CFO
+47 48106569
Arild Hustad, Chair of Board
+47 95241930
About Techstep
Techstep is a mobile and circular technology enabler delivering end-to-end device lifecycle management to more than 2,100 customers and managing over 3 million devices across Scandinavia, as well as globally through partners. The company is listed on Euronext Oslo Børs under the ticker TECH
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Håvard Haukdal, CFO Techstep, at the time and date set out above.