Bli medlem
Bli medlem

Du är här

2016-05-10

TalkPool AG: TalkPool publishes its information memorandum and announces its offering of shares in connection with its planned listing on Nasdaq First North

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR
WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Following the announcement of its intention to float on 19 February
2016, TalkPool AG ("TalkPool" or the "Group") today publishes its
information memorandum and announces the terms and conditions,
including the price for, its initial public offering of shares in
connection with its planned listing on Nasdaq First North, Stockholm
(the "Offering").

TalkPool is an independent specialist which designs, implements and
maintains mobile and fixed line telecom networks as well as networks
and product solutions for the growing Internet of Things market.
Founded in 2000, TalkPool currently has operations in close to 15
countries on three continents and around 220 employees. The Group has
been self-financed since start and had a turnover in 2015 was EUR
10.4 million, representing annual growth of 20 percent since its
first full business year of 2001. The Group's order book for 2016 and
2017 is EUR 9.3 million, out of which EUR 0.5 million relates to
orders in the IoT-segment.

The Offering in brief:

· The Offering consists of an offering to the general public in
Sweden as well as to institutional investors in Sweden and
internationally, the aggregate sum the investors will pay will not
exceed the equivalent of €2.5m.

· The price of the Offering is SEK 22 per share (the "Offering
Price"), implying a fully diluted pre-money market capitalization of
SEK 48.4 million based on TalkPool's 2,200,00 outstanding shares.

· The Offering comprises up to 570,000 newly issued shares out of
which 113,600 shares constitute an over-allotment option.

· The newly issued shares would comprise approximately 21% of the
outstanding shares after the Offering, if the Offering and the
over-allotment option are fully subscribed.

· The Offering is expected to raise gross proceeds of approximately
SEK 10.0 million and the over-allotment option is expected to raise
gross proceeds of approximately SEK 2.5 million, in total SEK 12.5
million before transaction costs if the Offering and the
over-allotment option are fully subscribed.

· Applications for subscriptions of the TalkPool's shares shall be
made during the period 11 May - 18 May 2016.

· Trading on Nasdaq First North is expected to commence on 24 May
2016 with the ticker "TALK".

· Estimated day of settlement for the Offering is 23 May, 2016.
· Erik Strömstedt (CEO), Magnus Sparrholm (Chairman of the Board)
(the "Undertaking Investors") and selected professional investors
have, subject to certain conditions, agreed to, directly or
indirectly through subsidiaries, subscribe for 338,544 shares in the
Offering, corresponding to 74 percent of the shares in the Offering
exclusive the over-allotment.

· An information memorandum including full terms and instructions is
published today, 10 May 2016, on TalkPool's website
(www.talkpool.com).

Erik Strömstedt, CEO comments:
TalkPool is certainly entering 2016 with a strong tailwind. We have a
significant order backlog, both in our core business as well as our
IoT division. The planned listing is an important part of our
development which will help to strengthen our ability to gain further
market share within IoT and further expand our joint venture and
franchising offer - the Global Parterhip Model.

Magnus Sparrholm, Chairman and founder comments:
TalkPool has since 2001 been a strong and long-term service partner to
many of the world's leading telecom network suppliers and operators.
In addition, the Group has recently entered the exciting IoT-market,
which is a focused area for many global technology companies. In the
IoT-market TalkPool is one of the few companies with both concrete
solutions and customer agreements in place. Overall, TalkPool has an
attractive platform for both organic growth and growth through
acquisitions and both the board and the owners strongly believe that
a listing is an important step to further strengthen the conditions
for TalkPool.

Background and reasons
Following the great demand for 3G telecom coverage and technicians in
the early 2000's, TalkPool, an independent specialist telecom network
services (TNS) company was established. Since the year of its
foundation (2000) the Group builds, maintains and improves networks
worldwide.

The hands on experience from leading telecom technology gathered
during the initial years became the foundation on which TalkPool
built its strong reputation and international success. During the
past decade the number of mobile phone users boomed, smartphones in
particular, creating a seemingly limitless demand for more bandwidth.
Meanwhile, mobile service prices are exposed to constant pressure as
operators are forced to continuously deliver better and faster
connections to declining prices. This challenge can only be tackled
by finding outsourcing partners able to design, implement and
maintain 3G and 4G networks under challenging conditions in terms of
time, cost and quality. Only a few companies in the TNS industry
could accomplish such tasks, TalkPool is one of them. The key success
factor for TalkPool has been the focus on supporting customers and
partners improving networks and reducing operating costs.

With TalkPool's global organization of domestic companies, regional
expert-backed partners and competence centers, TalkPool can provide
global customers with high quality network services on short notice
at local market conditions. These qualities are reflected upon global
companies, e.g. Ericsson and Digcel, who repeatedly entrust TalkPool
by signing long term framework agreements for professional services.

Leveraging on its global organization of experienced technicians and
strong customer relations, TalkPool is well prepared for a new growth
phase fueled by the emerging "Internet of Things" technology, which
has the potential to fundamentally change how we live and interact
with our surroundings. TalkPool offers a broad range of services
within the Internet of Things-area, from strategy consulting to
development and integration of individual client solutions with focus
on utilizing TalkPool's broad expertize in telecom networks and
technology.

Talkpool's growth to date is self-financed hence the growth has been
incremental with focus on continued profitability and corporate
governance. One purpose for listing would be to secure access to
capital markets and a more prominent position on the IoT-and
TNS-market. TalkPool believes that a quoted share could be used as a
method of payment in acquiring companies as a part of the Global
Partnership Platform with the purpose of increasing growth and
creating maximum shareholder value. Furthermore, TalkPool believes
that a listing would add credibility in its discussions with partners
and customers.

Financial targets
Growth target
TalkPool's revenue growth target is to reach annual revenue of EUR 40
million until 2021. The target will be achieved through a combination
of organic and acquired growth.

Margin target
TalkPool's margin target is to reach an EBIT margin in the range of
8-12 percent until 2021.

Information memorandum and application forms
Information memorandum and application forms will be made available on
TalkPool's website (www.talkpool.com), Remium's website
(www.remium.com) and Aktieinvests website (www.aktieinvest.se). An
application can also be made through Nordnet (www.nordnet.se).

For further information, please visit www.talkpool.com or contact:
Erik Strömstedt, CEO, tel: +41 81 250 20 20

Indicative timetable
11 May - 18 May 2016 Application period for the general public in Sweden
19 May 2016 Announcement of the outcome of the Offering
23 May 2016 Settlement
24 May 2016 First day of trading on Nasdaq First North

Advisers
In connection with the Offering, Remium Nordic AB is the financial
adviser to TalkPool, EY Law AB is the legal adviser to TalkPool and
Aktieinvest FK AB is the issuing agent. Ernst & Young Ltd.
(Switzerland) is legal adviser to TalkPool as to Swiss law. Nordnet
AB is the retail distribution agent in connection with the Offering.
Remium Nordic AB will be TalkPool's Certified Adviser on Nasdaq First
North.

Important information
This announcement is not and does not form a part of any offer for
sale of securities. Copies of this announcement are not being made
and may not be distributed or sent into the United States, Australia,
Canada, New Zealand, Hong Kong, Japan, South Africa or any other
jurisdiction in which such distribution would be unlawful or would
require registration or any other measures. The securities referred
to in this announcement have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United
States absent registration or an exemption from the registration
requirements of the Securities Act and in accordance with applicable
U.S. state securities laws. TalkPool does not intend to register any
offering in the United States or to conduct a public offering of
securities in the United States.

Any offering of securities will be made pursuant to applicable
exemptions in the Financial Instruments Trading Act (Sw. lag
(1991:980) om handel med finansiella instrument) and the Directive
2003/71/EC (such Directive, together with any amendments thereto and
any applicable implementing measures in the relevant home Member
State under such Directive, the "Prospectus Directive"). Any such
offering will be made by means of an information memorandum prepared
by TalkPool. Such information memorandum contains detailed
information about TalkPool and its management, as well as financial
statements. The information memorandum constitutes an issue
prospectus pursuant to art. 652a of the Swiss Code of Obligations.
TalkPool assumes the responsibility for the content of the issue
prospectus and declares that, to its knowledge, the information
contained therein is true and correct and no material facts have been
omitted. However, the information memorandum does not constitute a
prospectus for the purposes of the Prospectus Directive. No
prospectus has been or will be prepared by TalkPool in relation to
the Offering pursuant to the Prospectus Directive and approved by the
Financial Supervisory Authority of Sweden (Sw. Finansinspektionen).
Investors should not invest in any securities referred to in this
announcement except on the basis of information ...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.