Important information
This presentation (the “Presentation“) has been produced by Crayon Group Holding ASA (the “Company” or the “Issuer” and, together with its direct and indirect subsidiaries, the “Group“) solely for use in connection with the contemplated offering of bonds by the Issuer (the “Bonds”), is confidential, and may not be reproduced or redistributed in whole or in part to any other person. The managers for the transaction are ABG Sundal Collier ASA and Danske Bank, Norwegian Branch (the “Managers“).
This Presentation is for information purposes only and it does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase the Bonds, nor does it constitute a recommendation regarding the Bonds. Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Company and the nature of the Bonds before taking any investment decision with respect to the Bonds. By attending a meeting where this Presentation is presented, or by reading the Presentation slides, you agree to be bound by the following terms, conditions and limitations.
All information provided in this Presentation has been obtained from the Group or through publicly available material. Although the Managers have endeavoured to contribute towards giving a correct and complete picture of the Group, neither the Managers nor its respective parents or subsidiaries or any such company’s directors, officers, employees, advisors or representatives (collectively the “Representatives“) shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. Moreover, the information contained in this Presentation has not been independently verified, and the Managers assume no responsibility for, and no warranty (expressly or implied) or representation is made as to, the accuracy, completeness or verification of the information contained in this Presentation.
This Presentation is dated on or about 28 June 2021. Neither the delivery of this Presentation nor any further discussions of the Group or the Managers with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since such date. The Group does not undertake any obligations to review or confirm, or to release publicly or otherwise to investors or any other person, any revisions to the information contained in this Presentation to reflect events that occur or circumstances that arise after the date of this Presentation.
NO FORMAL FINANCIAL OR LEGAL DUE DILIGENCE HAS BEEN CARRIED OUT WITH RESPECT TO THE GROUP. THUS, THERE MAY BE RISKS RELATED TO THE GROUP WHICH ARE NOT INCLUDED IN THIS PRESENTATION WHICH COULD HAVE A NEGATIVE EFFECT ON THE GROUP’S OPERATIONS, FINANCIAL POSITION, EARNINGS AND RESULT.
An investment in the Bonds involves a high level of risk and several factors could cause the actual results or performance of the Group or the Bonds to be different from what may be expressed or implied by statements contained in this Presentation. By attending a meeting where this Presentation is presented, or by reading this Presentation, you acknowledge that you will be solely responsible for and rely on your own assessment of the market and the market position of the Group and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Group, its business and the Bonds and other securities. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. Each recipient should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice.
Neither this Presentation nor any copy of it or the information contained herein is being issued, nor may this Presentation, any copy of it or the information contained herein be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, Italy, New Zealand, the Republic of South Africa, Japan, the Republic of Cyprus, the United Kingdom or the United States (or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act of 1933, as amended (the “U.S. Securities Act”)), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Group nor the Managers or any of their Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where any action would be required for such purposes. The distribution of this Presentation and any purchase of or application/subscription for Bonds or other securities of the Group may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. None of the Group or the Managers or any of their respective Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
Neither the Group nor the Managers have authorised any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area, and this Presentation has not been reviewed by or registered with any public authority or stock exchange, is not a prospectus for purposes of Regulation (EU) 2017/1129 and is not a key information document (“KID“) under the regulation 2016/653/EU (the “PRIIPS REGULATION“).
Important information (cont’d)
In relation to each Member State of the European Economic Area (each, a “Relevant State“), no offer of Bond will be made to the public in that Relevant State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Bonds shall require the Issuer or the Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of this provision, the expression an “offer of Bonds to the public” in relation to any Bonds in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.
This Presentation is directed only at (i) persons outside the United Kingdom, (ii) persons who are either (a) “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons“). Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons.
This Presentation does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this Presentation is distributed in the United States, it shall be directed only at persons who are “qualified institutional buyers” as defined in Rule 144A promulgated under the U.S. Securities Act (“Rule 144A“) (“QIBs“) who are also institutions that meet the definition of “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities Act (“IAIs“). The offer and sale of the Bonds have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Bonds may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. persons, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company does not intend to register any portion of the offering of the Bonds in the United States or to conduct a public offering of the Bonds in the United States. This document and its contents may not be viewed by persons within the United States or “U.S. Persons” (as defined in Regulation S under the U.S. Securities Act) unless they are QIBs. The Bonds are being offered and sold only (i) outside the United States to persons other than U.S. persons (“non-U.S.purchasers“, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the U.S. Securities Act (“Regulation S“) and (ii) in the United States to QIBs who are also IAIs. As used herein, the terms “United States” and “U.S. person” have the meanings as given to them in Rule 902 of Regulation S under the U.S. Securities Act.
By receiving this Presentation, you warrant and represent that (i) if you are located within the United States and/or a U.S. person, you are a QIB, (ii) if you are a non-U.S. person, you are a Qualified Investor (as defined in the Regulation (EU) 2017/1129 (with cross-references therein)), or a Relevant Person (as defined above).
The Managers and/or their Representatives may hold shares, options or other securities of the Group and may, as principal or agent, buy or sell such securities. The Managers may have other financial interests in transactions involving these securities or the Group.
This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo district court (Nw: Oslo tingrett) as exclusive legal venue.
Forward Looking Statements
Certain information contained in this presentation, including any information on the Group’s plans or future financial or operating performance and other statements that express the Group’s management’s expectations or estimates of future performance, constitute forward-looking statements (when used in this document, the words “anticipate”, “believe”, “estimate” and “expect” and similar expressions, as they relate to the Group or its management, are intended to identify forward-looking statements). Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. The Group cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Group to be materially different from the Group’s estimated future results, performance or achievements expressed or implied by those forward-looking statements.
Summary of risk factors
Risk Factors
An investment in the Bonds involves a high degree of financial risk. The below is a summary of relevant risk factors. Although the order in which the risk factors are presented is intended to reflect the importance or likelihood of occurrence, no assurance or confirmation can be given in respect of the ultimate precision of the ranking, as this is, to a large extent, based on subjective assumptions about future occurrences. An investment in the Issuer is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. Furthermore, the risk factors presented herein are not exhaustive and other factors currently not known to the Issuer or which the Issuer currently does not deem to be material could also in the future have a material adverse effect on the Issuer. A full text of the risks factors is attached to this Presentation.
Risks related to the implementation of the Group’s strategy
The Group’s results of operations could be negatively affected if the Group cannot adapt, expand and develop its services in response to changes in technology or customer demand
Any inability to manage the Group’s growth could disrupt the Group’s business and reduce the Group’s profitability
The markets in which the Group competes are highly competitive, and the Group might not be able to compete effectively
The contemplated acquisition may not materialize, and acquisitions, investments and other strategic transactions could result in operating difficulties and other negative consequences
Risk relating to operational activities
The Group’s success depends upon its management team and highly skilled IT professionals and the Group’s ability to hire, attract, motivate, retain and train these personnel
The Group has been granted various licenses and authorizations, and a disadvantageous amendment or termination of any license agreement or authorization may have an adverse or even destructive effect on the Group’s operations
The Group could be subject to liabilities if the Group’s strategic partners, software vendors, service providers or subcontractors do not perform their obligations or deliver their project contributions on time or at all
The Group’s business and business strategy are tied to its intellectual property rights, however, no assurances can be given as to the adequacy of the protection of the Group’s intellectual property rights
The Group is exposed to the risk of breaching international sanctions and anti-bribery/anti-corruption laws, any of which may have a negative impact to the Group’s reputation and financial condition
The Group faces risks of non-compliance with applicable laws and regulations, such as laws and regulations relating to data protection, privacy, consumer and other contractual protection laws, public procurement and labour laws. and the applicable legislation and standards are subject to changes
The Group is exposed to risk relating to data protection and data privacy regulations, licenses etc., such as the General Data Protection Regulation (EU) 2016/679 (“GDPR“) and the local law implementations of GDPR in the EU member states that the Group operates in, including the Norwegian Data Protection Act of 15 June 2018 no. 38
The Group may be negatively affected by a continued Covid-19 pandemic and the Covid-19 situation is continuously changing, and new laws and regulations that could directly, or indirectly, affect the Group’s operations may enter into force
Any system failures could harm the Group’s ability to provide its services and solutions, damage the Group’s reputation or otherwise adversely affect the Group’s business
The Group may not be sufficiently prepared to manage cyber threats that have the potential to significantly disrupt the Group and its customers’ services
Undetected errors or defects in the Group’s products or in any third party products could contain errors or defects that could adversely affect the performance of the products, software or solutions and negatively impact the demand therefore
Summary of risk factors (cont’d)
Risk relating to customer relationships and third parties
The Group’s success depends on its ability to retain customers and procure additional work from existing clients, and any failure to do so may have a material adverse effect on the Group’s business, financial condition and prospects
The Group’s work with public sector customers exposes the Group to additional risks inherent in the public sector contracting environment
Any failure in a customer’s infrastructure or applications as a result, or alleged result, of the Group’s consulting services’ failure could result in a claim for substantial damages against the Group or result in significant reputational harm, and the Group’s liability insurance coverage may not cover all potential losses
Contractual default by counterparties could impair the Group’s liquidity and cause significant losses, which in turn could have a material adverse effect on the Group’s business, results of operations, cash flows, financial condition and/or prospects
Risks relating to financing and accounts
The Issuer’s revenues, operating results and working capital may fluctuate significantly which could cause the Issuer to fail to meet or exceed the expectations of the market
The Group conducts its business in currencies other than its functional reporting currency, making its results of operations, financial position and future prospect vulnerable for currency fluctuations
Interest rate fluctuations could affect the Group’s cash flow and financial condition
Risk relating to international and macroeconomic developments
New markets and international sales pose additional risks to the Group’s operations and if the Group is unsuccessful in sufficiently mitigating these risks, they may have a material adverse effect on the Group’s business and operations
The distribution of the Group’s technology and applications across a wide variety of jurisdictions exposes the Group to risks inherent to operating internationally and in regions with political tension and/or surveillance of digital technology, any of which may negatively affect the Group’s results of operations
Risks relating to the Bonds
The Bonds are unsecured and rank behind certain lenders which means that there is a risk that the bondholders’ claims against the Issuer in an event of insolvency or liquidation may not be covered in full, partly or at all
The Bond Terms impose significant operating and financial restrictions which may prevent the Issuer from taking actions that they believe would be in the best interest of the Issuer’s and the Group’s business, and may make it difficult for the Issuer to execute its business strategy successfully or compete effectively with companies that are not similarly restricted
The Bonds can be repaid prior to maturity where the amount to be paid to each bondholder, if such option is exercised, equals the outstanding principal amount of the Bonds, plus accrued and unpaid interest to the date of redemption and a premium calculated in accordance with the terms and conditions of the Bond Terms
Issuer’ ability to redeem the Bonds with cash in a change of control event may be limited and it is possible that the Issuer will not have sufficient funds at the time of the change of control event to make the required redemption of the Bonds
Applicable law as well as contractual limitations may limit the amounts that some of the members of the Group will be permitted to pay as dividends or distributions on their equity interests and the timing for such payments
There is no existing market for the Bonds, and no assurances can be provided as regards the future development of a market for the Bonds, and, therefore, the liquidity of the Bond and the volume it is traded in cannot be guaranteed. This may apply even if the Bonds are listed and there are no market- makers agreements in place or intended to be established in order to secure a liquid market for the Bonds after the Issue date
The Bonds may be transferred or resold in the United States only in a transaction registered under or exempt from the registration requirements of the securities act and applicable state securities law, and the seller may be required to bear the risk of holding the Bond investment for an indefinite period of time, and similar restrictions may apply in other jurisdictions
The Bond Terms will contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders, including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority, thus preventing individual bondholders from taking individual action
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Disclaimer
Crayon Group Holding ASA published this content on 05 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 July 2021 07:13:07 UTC.
Publicnow 2021
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Technical analysis trends CRAYON GROUP HOLDING ASA
| Short Term | Mid-Term | Long Term | |
| Trends | Neutral | Neutral | Bullish |
Income Statement Evolution
Consensus
|
Sell |
|
Buy |
| Mean consensus | BUY |
| Number of Analysts | 3 |
| Last Close Price | 117,20 NOK |
| Average target price | 173,33 NOK |
| Spread / Average Target | 47,9% |
