COMPANY ANNOUNCEMENT No. 2/2018 Copenhagen, 19 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 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 are available at the Company s registered office and, subject to certain exceptions, through the website of the Company. Adform publishes prospectus and the indicative price range for its intended Initial Public Offering on Nasdaq Copenhagen Adform, an advertising technology company, has today published a prospectus and the indicative price range in connection with its intended Initial Public Offering (the "IPO" or the "Offering") and subsequent admission to trading and official listing of its shares on Nasdaq Copenhagen. Highlights of the Offering Indicative offer price range of DKK 19 to DKK 24 per share of nominal value DKK 0.01 each The indicative offer price range corresponds to an implied market capitalisation, before receipt of gross proceeds, of between DKK 972 million and DKK 1,228 million based on shares outstanding and between DKK 1,042 million and DKK 1,317 million based on diluted number of shares 1 The Offering comprises: o Issue of up to 39,473,684 new shares by the Company to raise gross proceeds of DKK 750 million o A sale of 6,976,744 existing shares by the Selling Shareholders (as defined below) o An overallotment option to purchase up to 6,967,564 additional existing shares, which has been granted to the Managers (as defined below) by VIA Equity Fond I K/S, Accredonet Holding ApS and Stefan Juricic to cover overallotments or short positions, if any, incurred in connection with the Offering. The number of existing shares comprised by the overallotment option will be adjusted so that it equals 15% of the new shares issued by the Company and the sale of existing shares in the Offering and is exercisable, in whole or in part, from the first day of admission and trading of the temporary purchase certificates until 30 calendar days thereafter The Offering is expected to result in a free float of between 46% and 59% of the Company's share capital immediately following completion of the Offering, depending on the final offer price and the potential exercise of the overallotment option 1 Based on 51,160,000 shares outstanding and current incentive programmes comprising in total 3,701,366 granted warrants and options PAGE 1
The offer period will commence on 19 November 2018 and will close no later than on 29 November 2018 at 11 a.m. (CET) and no earlier than on 28 November 2018 at 00:01 a.m. (CET) The offer price 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 30 November 2018, unless moved forward if the offer period is closed before 29 November 2018 Adform is currently owned by GCM Holding ApS (approx. 51.9%), VIA Equity Fond I K/S (approx. 28.0%), Accredonet Holding ApS (approx. 12.1%), Stefan Juricic (approx. 5.7%) (collectively the "Selling Shareholders") and Danica Pension, Livsforsikringsaktieselskab (approx. 2.3%). Gustav Mellentin, CEO and co-founder: The IPO will enable us to invest significantly in growth initiatives to support our ambitions as a strong, global player in the advertising technology market, where we are well positioned in attractive growth segments. It s our aspiration that the investments in growth initiatives in the medium term will lead to a doubling of our current revenue growth rate and an EBITDA margin of approximately 20%. We have received positive feedback since we launched our intention to float, and I look forward to continuing the dialogue with potential investors in the coming weeks. I am proud of what we have achieved as a company and I would like to thank our employees around the world for their valuable contributions. I look forward to continuing our successful journey as a public company. Additional information about the Offering The Offering consists of (i) an initial public offering to retail and institutional investors in Denmark, (ii) private placements to qualified investors in certain other jurisdictions within the European Union and (iii) private placements to institutional investors in certain other jurisdictions (excluding the United States, Japan, Australia and Canada) in compliance with applicable laws, including Regulation S under the U.S. Securities Act of 1933, as amended. The offer price will be determined through a book-building process and is expected to be announced together with the final number of offer shares sold in the Offering (excluding shares comprised by the overallotment option) through Nasdaq Copenhagen no later than 7:30 a.m. CET on 30 November 2018. Payment for, and settlement of, the offer shares are expected to take place on or around 4 December 2018 by way of delivery of temporary purchase certificates under the temporary ISIN DK0061075249 against payment in immediately available funds in Danish kroner in book-entry form to investors' accounts with VP SECURITIES A/S ("VP Securities") and through the facilities of Euroclear Bank S.A./N.A., as operator of the Euroclear System System ("Euroclear") and Clearstream Banking S.A. ("Clearstream"). Subject to completion of the Offering and registration of the new offer shares with the Danish Business Authority, the temporary purchase certificates will automatically be exchanged in VP Securities for a corresponding number of shares in Adform, which are expected to be delivered two business days after settlement under the permanent ISIN DK0061075322 in book-entry form to the holder of the temporary purchase certificates' account with VP Securities and through the facilities of Euroclear and Clearstream. Prior to the completion of the Offering, there has been no public market for the temporary purchase certificates or the shares. Application has been made for the temporary purchase certificates to be admitted to trading on Nasdaq Copenhagen under the symbol "ADFORM TEMP" and for the shares to be admitted to trading and official listing on Nasdaq Copenhagen under the symbol "ADFORM". The admission is subject to, among other things, completion of the Offering, Nasdaq Copenhagen s PAGE 2
approval of the distribution of the shares, the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect. The first day of trading in, and official listing of, the shares on Nasdaq Copenhagen is expected to be on 5 December 2018. The first day of trading of the temporary purchase certificates on Nasdaq Copenhagen is expected to be 30 November 2018 and the last day of trading of the temporary purchase certificates on Nasdaq Copenhagen is expected to be 4 December 2018. The first day of trading of the shares on Nasdaq Copenhagen under the permanent ISIN is expected to be 5 December 2018. In connection with the temporary purchase certificates being automatically exchanged for shares, the temporary purchase certificates will cease to exist. If the Offering is terminated or withdrawn prior to settlement, the Offering and any associated arrangements will lapse, all submitted orders will be automatically cancelled, any monies received in respect of the Offering will be returned to the investors without interest (less any transaction costs) and admission to trading and official listing of the shares on Nasdaq Copenhagen will be cancelled. Consequently, any trades in the shares effected on or off the market before settlement of the Offering may subject investors to liability for not being able to deliver the shares sold, and investors who have sold or acquired shares on or off the market may incur a loss. All dealings in the offer shares prior to settlement of the Offering will be for the account of and at the sole risk of the parties involved. The Company has agreed with the Managers, subject to customary exceptions (including with regard to the issuance of shares to cover warrants and options issued to certain employees of the group), a lock-up on the issuance of shares etc. of 180 days from the first day of trading of the temporary purchase certificates. VIA Equity Fond I K/S has agreed with the Managers, subject to customary exceptions, a lock-up on its remaining shares of 180 days from the first day of trading of the temporary purchase certificates. GCM Holding ApS (owned and controlled by Gustav Mellentin, Founder and CEO of the Company), Accredonet Holding ApS (owned and controlled by Jakob Toftgaard Bak, Chief Technology Officer and member of the Board of Directors) and Stefan Juricic have agreed with the Managers, subject to customary exceptions, lock-ups on each of their remaining shares of 360 days from the first day of trading of the temporary purchase certificates (which period will be reduced to 180 days in case of termination of employment or resignation from the Board of Directors during the 360-day period, as the case may be). Certain holders of certain warrants and options, including Karsten Bjerregaard, CFO of the Company, have entered into lockup undertakings, subject to customary exceptions, with the Joint Global Coordinators (as defined below) on behalf of the Managers with regards to such shares as they will receive upon the exercise of such warrants and options. The lock-up undertakings apply for a period of 360 days after the first day of trading of the temporary purchase certificates 2. Prospectus The prospectus 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. The prospectus is available to eligible persons on the Company s website at www.investor.adform.com. 2 Based on the expected timetable for the Offering, the Board of Directors intends, in the beginning of 2019, to decide to increase the Company's share capital by issuing a maximum of 2,792,565 shares to the participants in certain current warrant and options programs. Reference is made to the prospectus for further details, including the prices at which such shares may be subscribed. PAGE 3
The prospectus 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 Press conference A press conference will be held today, 19 November 2018, at Adform s headquarter, Wildersgade 10B, 1414 Copenhagen, Denmark at 10:30 AM CET. At the press conference, CEO and co-founder Gustav Mellentin will present the Offering followed by a Q&A session and individual interviews. 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 PAGE 4
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 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 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 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 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 PAGE 5
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. PAGE 6