NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.
Yesterday, on 19 March 2025, Cint Group AB (publ) ("Cint" or the "Company") announced that the preliminary outcome in the Company's new issue of shares with preferential rights for the Company's existing shareholders that was announced on 27 January 2025 and approved by an extraordinary general meeting on 21 February 2025 (the "Rights Issue") indicated that the Rights Issue had been subscribed to approximately 160.4 per cent in total and that the Rights Issue is oversubscribed. Today, the Company can confirm that the Rights Issue is oversubscribed by 60.4 per cent.
A maximum of 141,990,553 new shares were offered through the Rights Issue at a subscription price of SEK 4.20 per share. The final outcome in the Rights Issue shows that 139,083,916 shares, corresponding to approximately 98.0 per cent of the shares offered in the Rights Issue, have been subscribed for with subscription rights. Additionally, Cint has received applications to subscribe for 88,661,143 shares without subscription rights, corresponding to approximately 62.4 per cent of the shares offered in the Rights Issue. This entails that the Rights Issue is oversubscribed by 60.4 per cent.
All 2,906,637 shares that have not been allotted to those who have subscribed for shares with subscription rights have been allotted to those who have applied for subscription for shares without subscription rights in accordance with the principles resolved upon by the extraordinary general meeting on 21 February 2025 and included in the prospectus published by Cint on 26 February 2025.
Cint will receive proceeds of approximately SEK 596 million through the Rights Issue before deduction of transaction costs.
Following registration of the Rights Issue with the Swedish Companies Registrations Office, Cint's share capital will increase by SEK 14,199,055.3 from SEK 21,298,583.0 to SEK 35,497,638.3, and the total number of shares and votes will increase from 212,985,830 shares and votes to 354,976,383 shares and votes.
As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent to directly registered shareholders around 21 March 2025. Shares that have been subscribed and allotted to directly registered shareholders must be paid for in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment and payment instructions in accordance with the procedures of the respective nominees. Only those who are allotted shares will be notified.
Those who have subscribed for shares with subscription rights will initially receive so-called paid subscribed shares (Swe. betalda tecknade aktier, BTAs). The last day for trading in BTAs is 28 March 2025. Conversion of BTAs into new shares is expected to take place on 3 April 2025 and trading in all new shares on Nasdaq Stockholm is expected to commence on the same day.
Advisors
In connection with the Rights Issue, Cint has appointed Danske Bank A/S, Danmark, Sverige Filial and Skandinaviska Enskilda Banken AB as Joint Global Coordinators and Joint Bookrunners. Gernandt & Danielsson Advokatbyrå KB and Covington & Burling LLP act as legal advisers to Cint in connection with the Rights Issue.
For more information please contact:
Patrik Linzenbold, Head of IR
+46 708 252630
patrik.linzenbold@cint.com
Niels Boon, CFO
niels.boon@cint.com
About Cint
Cint is a global leader in research and measurement technology connecting brands, researchers, academics, or anyone with a question, to a network of over 800 suppliers representing millions of engaged respondents in 130+ countries. The Cint Exchange empowers users to gather insights at scale to build business strategies, develop research-enabled solutions, publish credible research, and more. Lucid Measurement by Cint, our advanced set of media measurement solutions, gives advertisers, media owners, and agencies the tools to measure the effectiveness and brand lift of cross-channel advertising campaigns in real time to optimize media performance while campaigns are live. Both products leverage Cint's global network of suppliers including panel providers, mobile apps, loyalty programs, and other online communities. These companies use our audience monetization tools to monetize their communities by matching them to survey opportunities.
At Cint, we're feeding the world's curiosity.
Cint Group AB (publ), listed on Nasdaq Stockholm (STO: CINT), has a global workforce of over 800. Cint has offices in Stockholm, London, New York, New Orleans, Singapore, Gurgaon, and Sydney, among other locations.
Important information
This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, the United Kingdom, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.
None of the securities referred to herein (collectively, the "Securities") have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any of the Securities in the United States or to conduct a public offering of the Securities in the United States.
This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the Securities. In the United Kingdom, this press release is being distributed to and is directed only at "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or high net worth companies and other persons to whom the information may lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
In the EEA Member States, with the exception of Sweden and Denmark (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The Securities are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any securities or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the prospectus that the Company has published. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
This press release contains forward-looking statements that reflect the Company's current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect the Company's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
