Adform announces adjustment of offer structure with offer price set at DKK 16 per share, no offer of existing shares, unless overallotment option is exercised, and offer period extended

Company Announcement

No. 3/2018

Copenhagen, 27 November 2018

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

This announcement does not constitute a prospectus, and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Adform A/S (Adform or the Company) except on the basis of information in any prospectus, as supplemented, published by the Company in connection with the public offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen"). Copies of any such prospectus, as supplemented, are available at the Company's registered office and, subject to certain exceptions, through the website of the Company.

Adform announces adjustment of offer structure with offer price set at DKK 16 per share, no offer of existing shares, unless overallotment option is exercised, and offer period extended

Adform has decided, with the support of GCM Holding ApS, Accredonet Holding ApS, Stefan Juricic and VIA Equity Fond I K/S (jointly the "Selling Shareholders") and after consultation with the Joint Global Coordinators, to change the offer structure in relation to the Company's intended initial public offering (the "Offering"), whereby the offer price is set at DKK 16 per share of DKK 0.01 each, whereby the Selling Shareholders will not sell existing shares unless the overallotment option is exercised in whole or in part, and whereby all the Selling Shareholders will sell existing shares (if any) pursuant to the overallotment option granted to cover overallotments or other short positions incurred in connection with the Offering. The Company still intends to raise gross proceeds of DKK 750 million by issuing new shares in the Offering to execute the communicated strategy.

Furthermore, as a consequence of the adjustment of the offer structure, the offer period for the Offering will be extended. It is currently the expectation that the offer period will close on 4 December 2018 at 11:00 a.m. (CET).

The adjustment of the offer structure is to accommodate volatility in the financial markets and with the aim to build a strong foundation for Adform as a publicly traded company. Based on the adjusted offer structure, the Company has received order indications from a narrow group of large Danish institutional investors for more than half of the base offering.

As a consequence of the above, and subject to regulatory approvals, Adform expects no later than 29 November 2018 to publish a supplement to its prospectus dated 19 November 2018. Investors are recommended to await the publication of such supplement. Investors, who have submitted orders to purchase shares in the Offering prior to the publication of the supplement, will be entitled to withdraw or change their orders until 3 December 2018 at 9.00 a.m. (CET). Investors wanting to withdraw or change their order to purchase offer shares should contact the bank to which they submitted their application form. If the order is not withdrawn or changed before 3 December at 9.00 a.m. (CET), the order will remain valid and binding. All allocated orders will be settled at the fixed offer price.

Summary of the Offering as adjusted

Fixed offer price of DKK 16 per share of nominal value DKK 0.01 eachThe offer price corresponds to an implied market capitalisation of the Company, before receipt of gross proceeds, of DKK 819 million based on shares outstanding and DKK 878 million based on the fully diluted number of shares1The Offering comprises: Offering of 46,875,000 new shares issued by the Company to raise gross proceeds of DKK 750 millionThe Selling Shareholders have granted to the Stabilising Manager on behalf of the Managers (both as defined in the following), an overallotment option, exercisable in whole or in part, to purchase up to 7,031,250 option shares at the offer price, from the first day of trading in the temporary purchase certificates until the day that is 30 calendar days thereafter, solely to cover overallotments or other short positions, if any, in connection with the OfferingSubject to exercise of the overallotment option, the option shares will be sold by the Selling Shareholders in the following proportions: GCM Holding ApS: 22.22%, VIA Equity Fond I K/S: 33.33%, Accredonet ApS: 22.22% and Stefan Juricic: 22.22% The Offering is expected to result in a free float between 48% and 55% of the Company's share capital immediately following completion of the Offering, depending on the potential exercise of the overallotment optionThe offer period commenced on 19 November 2018 and is expected to close on 4 December 2018 at 11 a.m. (CET)The result of the Offering is expected to be announced, and admission and trading of the temporary purchase certificates (to be replaced by shares after settlement of the Offering) on Nasdaq Copenhagen is expected to commence, on 5 December 2018

Financial expectations for 2018

As a consequence of the amended offer structure, the consolidated prospective information for the financial year 2018 set out in the prospectus has been updated. Based on the amended offer structure and based principally on such assumptions and such methodology as are set out in the prospectus, as will be supplemented by the supplement to the prospectus, the expectations for the Company's performance for the financial year 2018 are:

The Company expects reported revenue in the range between EUR 68.0 and EUR 69.0 millionThe Company expects EBITDA (non-IFRS)2 in the range between EUR 0.4 million and EUR 1.4 millionThe Company expects EBIT in the range between EUR (9.1) million and EUR (8.1) millionThe expected EBITDA (non-IFRS) and EBIT includes share-based payments of EUR 3.0 million and IPO costs of EUR 1.6 million

Prospectus

The prospectus, as supplemented, has been prepared in English (including a Danish translation of the summary). Special attention should be given to the risk factors described in the prospectus, as supplemented.

The supplement to the prospectus will, subject to and upon regulatory approvals being obtained, be published via Nasdaq Copenhagen.

The prospectus, as supplemented, is and will be available to eligible persons on the Company's website at www.investor.adform.com.

The prospectus, as supplemented, can also be obtained upon request to ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge, e-mail: prospekt-dk@abgsc.dk or Danske Bank A/S, e-mail: prospekter@danskebank.dk.

Bank syndicate

ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge and Danske Bank A/S are acting as Joint Global Coordinators and Joint Bookrunners in the Offering and Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige is acting as Joint Bookrunner in the Offering and is together with the Joint Global Coordinators the Managers in the Offering.

Additional information

For additional information, please contact:

Adform A/S
Gustav Mellentin, CEO    +45 3535 7100

Media enquiries
Point Communications
Hans Bøving                  +45 4075 0333
                                       hb@pointcom.dk

Jørgen Fischer Ravn       +45 2030 3903
                                          jfr@pointcom.dk

Important notice
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Adform in any jurisdiction where such offer or sale would be unlawful, and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

In any member state of the European Economic Area (the EEA) other than Denmark (each a Relevant Member State), that has implemented Directive 2003/71/EC (and amendments thereto, including the Amending Directive 2010/73/EU) this announcement is only addressed to, and is only directed at, investors in that Relevant Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such Relevant Member State.

This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with persons who are investment professionals falling within article 19(5) or falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, Relevant Persons). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.

This announcement does not constitute a prospectus or a supplement prospectus and nothing herein contains or should be interpreted to contain an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the prospectus, as supplemented, published by the Company in connection with the Offering and admission of such securities to trading and official listing on Nasdaq Copenhagen. Copies of any such prospectus, as supplemented, is, subject to certain restrictions, available from the Company's registered office and on the website of the Company.

The Managers and their affiliates are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Managers and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement or in the prospectus, as supplemented, to the shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offering, Danske Bank A/S (the Stabilising Manager) (or persons acting on behalf of the Stabilising Manager) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation. Any stabilisation action may begin on or after the date of commencement of trading of the temporary purchase certificates on Nasdaq Copenhagen A/S and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading of the temporary purchase certificates.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

1 Based on 51,160,000 shares outstanding and current incentive programmes comprising in total 3,701,366 granted warrants and options
2 The expected EBITDA (non-IFRS) range for 2018 of between EUR 0.4 million and EUR 1.4 million is reconciled to EBIT by add back of EUR 9.5 million depreciation and amortisation to the expected EBIT range for 2018 of EUR (9.1) million to EUR (8.1) million

Attachment

Prospectus Supplement Announcement - Adform - 27 November 2018

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