THIS PRESS RELEASE CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.
Capelle aan den IJssel, The Netherlands, December 23, 2020, AND International Publishers N.V. (“AND” or the “Company”) (Ticker: AND.AS), a location-aware content technology company, now operating as GeoJunxion, today announces a €830K private placement of 518,820 newly issued ordinary shares at a price of €1.60 per share with existing and new investors. The Company expects the transaction to close before year end 2020.
The new ordinary shares will rank pari passu in all respects with the currently outstanding shares of the Company and are expected to be listed and traded on Euronext Amsterdam on December 29, 2020. Following the Placing, the issued share capital of the Company will consist of 4,242,957 ordinary shares.
Thierry Jaccoud, CEO of AND commented: “I am very pleased to announce that we have successfully completed a private placement of new shares with several of our long-standing shareholders and I am also happy to welcome some new ones. The Placing will allow us to accelerate our product development program and consolidate our sales platform. This new investment in AND demonstrates confidence in our new strategy, which is focused on building recurring revenues through the development of tailor-made premium location aware products and services. These products and services have been designed with safety, sustainability and last mile applications in mind.”
The proceeds from the Placing will be used to accelerate AND’s product portfolio expansion program, the Company’s sales network as well as fund general corporate purposes and working capital needs.
About AND International Publishers NV
AND with its new brand GeoJunxion is the crossroads where fundamental, location-aware content connects with superior, customised intelligence and highly focused innovations to empower exceptional experiences. With an emphasis on safety and sustainability, we are constantly expanding our portfolio to meet the demands of a diverse and fast-evolving market. Building on decades of experience in mapping, GeoJunxion is focusing on high value, dynamic content and building environmentally conscious applications, which enrich safety in everyday life. With location-aware content at our core, we know where our strengths lie and have the know-how and technology needed to offer unrivalled, intelligent products and services.
AND International Publishers NV is listed on the regulated market of Euronext Amsterdam, under the symbol AND.AS. Learn more at www.geojunxion.com.
This press release is released by the Company and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the private placement, and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this press release is being made on behalf of the Company by Thierry Jaccoud, Chief Executive Officer.
Forward Looking Statements
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect AND’s or, as appropriate, AND’s officers’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions that could cause actual results, performance, achievements or events to differ materially from those expressed, anticipated or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, regulation, competition and technology, can cause actual events, performance, achievements or results to differ significantly from any anticipated or implied development. Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, AND expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or projections, or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. AND or any of its officers or employees cannot guarantee that the assumptions underlying such forward-looking statements are free from errors and do not accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the anticipated or implied developments. You should not place undue reliance on forward looking statements, which speak only as of the date of this press release.
This press release is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
The new shares issued, or to be issued, in connection with the private placement have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “U.S. Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. This press release does not constitute an offer of securities in the United States, securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the private placement in the United States or to conduct a public offering of securities in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area and which has implemented the Prospectus Directive (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. Notwithstanding the foregoing, in the Netherlands the shares are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to the Company and the new shares to be placed. 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 for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
The new shares shall be admitted to listing and trading on Euronext Amsterdam.
The distribution of this press release and the offering of the new shares in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this press release or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about, and to observe such restrictions.