NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Pareto Securities AB (“Pareto Securities”), in its capacity as stabilization manager, announces that stabilization measures have been undertaken in Linkfire A/S (publ)’s (“Linkfire” or the “Company”) shares traded on Nasdaq First North Premier Growth Market.
As announced in connection with the offering to acquire new shares in Linkfire (the “Offering”) and the listing of the Company’s shares on Nasdaq First North Premier Growth Market, Pareto Securities, in its capacity as stabilization manager, may carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the market.
Stabilization measures, which aim to support the market price of the shares, may be conducted on Nasdaq First North Premier Growth Market, the OTC market or in other ways, and may be conducted at any time during the period starting on the first day of trading in the shares on Nasdaq First North Premier Growth Market and ending not later than 30 calendar days thereafter. Pareto Securities is, however, not required to undertake any stabilization measures and there is no assurance that stabilization measures will be undertaken. Stabilization, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering.
To cover a potential over-allotment in connection with the Offering, the Company has, upon request by Pareto Securities, undertaken to sell an additional 2,008,928 shares corresponding to a maximum of 15 percent of the total number of shares in the Offering (the “Over-Allotment Option”) at a price corresponding to the price in the Offering, i.e. SEK 11.20 per share. The Over-Allotment Option can be fully or partly exercised within 30 calendar days from the first day of trading of the Company’s shares on Nasdaq First North Premier Growth Market.
Pareto Securities has, in its capacity as stabilization manager, announced that stabilization measures have been undertaken in accordance with Article 5(4) of the EU Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 on Nasdaq First North Premier Growth Market in accordance with what is set out below. The contact person at Pareto Securities is Anton Wester (tel: +46 (0) 8 402 52 66).
Stabilization information
| Issuer: | Linkfire A/S |
| Securities: | Shares (ISIN: DK0061550811) |
| Offering size (shares): | 15,401,785 (including the Over-Allotment Option) |
| Offering price (SEK): | 11.20 |
| Ticker: | LINKFI |
| Stabilization manager: | Pareto Securities |
Stabilization transactions
| Date | Quantity (in shares) |
Price (highest) | Price (lowest) | Price | Currency | Market place |
| 2021-07-16 | 35 000 | 10,15 | 9,80 | 9,9975 | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-19 | 26 372 | 10,05 | 9,70 | 9,9243 | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-20 | 16 000 | 10,40 | 9,96 | 10,0440 | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-21 | 6 877 | 11,10 | 10,85 | 11,0085 | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-22 | 0 | – | – | – | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-23 | 0 | – | – | – | SEK | Nasdaq First North Premier Growth Market |
| 2021-07-26 | 0 | – | – | – | SEK | Nasdaq First North Premier Growth Market |
For further information, please contact:
Lars Ettrup, CEO Linkfire A/S
Telephone: +45 61 33 99 53
Email: le@linkfire.com
Website: www.linkfire.com
Certified Adviser
Aktieinvest FK AB
Telephone: +46 8 506 517 03
Email: ca@aktieinvest.se
Website: www.aktieinvest.se
Advisors
Pareto Securities is Sole Global Coordinator and Sole Bookrunner, Setterwalls Advokatbyrå and Bruun & Hjejle Advokatpartnerselskab are the legal advisors to Linkfire and Baker McKenzie is the legal advisor to Pareto Securities. In relation to the general public, Avanza is acting as Retail Distributor and Nordnet is acting as Selling Agent.
About Linkfire A/S
Linkfire provides digital marketing services for the entertainment and music industries. The Company’s offering consists of two solutions: the Linkfire Marketing Platform and the Linkfire Discovery Network. The Linkfire Marketing Platform is a SaaS marketing platform allowing labels and artists, the customers, to create Smart Links for music products such as songs, albums, tickets and merchandise, which can be shared on websites and applications. The platform offers complex data insights, helping Linkfire’s customers to better understand their target audiences, and consumer journeys.
The Linkfire Discovery Network is a network of Smart Links on partner websites and applications as well as traffic channels, which connects consumers to music products. The service enables Linkfire’s Traffic Partners to have the Company’s Smart Linking technology deeply integrated in the partner application.
Linkfire’s platform has over 85,000 users, including the vast majority of the top 100 Billboard artists and the three largest record labels: Universal Music Group, Sony Music Entertainment and Warner Music Group. In 2020, 1.5 billion consumers were connected through Linkfire and the Company’s revenue amounted to DKK 24.7 million, corresponding to a year-on-year growth of 43 percent.
Important information
This announcement does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Linkfire in any jurisdiction, neither from Linkfire nor from someone else.
The release, announcement or distribution of this announcement may, in certain jurisdictions, be subject to restrictions and the recipients of this announcement in jurisdictions where this announcement has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this announcement is responsible for using this announcement, and the information contained herein, in accordance with applicable rules in each jurisdiction.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Japan, Canada or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. 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 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. Linkfire does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The offering of the securities referred to in this announcement has been made by means of a prospectus that has been published on Linkfire’s website following approval by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) following the Danish Financial Supervisory Authority ceding the authority to review and approve the Prospectus to the Swedish Financial Supervisory Authority. No one should invest in any securities referred to in this announcement except on the basis of information contained in a prospectus which should be read before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. Any approval by the Swedish Financial Supervisory Authority of a prospectus should not be understood as an endorsement of the securities that are the subject of such prospectus.
In any EEA Member State other than Sweden (each, a “Relevant Member State”), this announcement is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.
This announcement is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
The contents of this announcement have been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This announcement contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for Linkfire’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Linkfire operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors and readers of this announcement should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Linkfire have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Linkfire may decline and investors could lose all or part of their investment; the shares in Linkfire offer no guaranteed income and no capital protection; and an investment in the shares in Linkfire is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Linkfire.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Linkfire and determining appropriate distribution channels.