Cyviz AS – private placement directed towards Karbon Invest AS

Following completion of the Private Placement, Karbon will own a total of 1,919,367 shares corresponding to an ownership in Cyviz of 14.9%. Karbon has undertaken a lock-up of six months towards the Company on customary terms and conditions.

Karbon is a privately held investment company characterized by active long-term ownership in the companies they invest in. Karbon’s contribution is recognized through active participation leveraging its extensive network and experience within the IT industry taking companies from good to great. Karbon is owned by Jens Rugseth and Rune Syversen who have founded companies such as Crayon Group and Link Mobility. Karbon currently has some NOK 3.5bn under management.

“I am pleased to see Karbon becoming a major shareholder in Cyviz and to take an active shareholder role at the board of directors. With its proven industrial experience from the tech sector, I am confident that Karbon will make an important and value adding contribution to Cyviz going forward,” comments Ole Jørgen Fredriksen, chairman of the board of directors of Cyviz.

The new shares to be issued through the Private Placement corresponds to 9.8% of the existing shares outstanding in Cyviz. The Company intends to use the net proceeds from the Private Placement to further pursue growth initiatives and strengthen its balance sheet.

The Private Placement is conditional upon the approval of the share capital increase and the election of Rune Syversen as the new chairman of the board of directors by the Company's shareholders at an extraordinary general meeting to be held on 24 March 2021 (the “EGM”).

Investinor Direkte AS (holding 41.85% of the existing shares) and Spinoza AS (holding 3.96% of the existing shares), the holding company owned by the current chairman Ole Jørgen Fredriksen, have expressed their support for the Private Placement and have undertaken to vote in favour of the Private Placement and the election of the new chairman of the board of directors at the EGM.

In connection with the contemplated election of Rune Syversen as the new chairman, the current chairman Ole Jørgen Fredriksen will vacate his position and resign from the board of directors. The Company and the board of directors would like to thank Ole Jørgen for his valuable contributions and service as chairman for nearly two decades. During this time, Cyviz has obtained the position as a respected leading international player within its sector, serving some of the most demanding Fortune 500 companies globally.

Rune Syversen co-founded Crayon and several other companies within the IT industry. Mr. Syversen has more than 25 years of experience within the industry and has held several senior management positions throughout his career. Mr. Syversen studied at the Norwegian School of Management. He is a Norwegian citizen residing in Oslo, Norway.

“It is a great pleasure for Karbon and me personally to be able to take an active role in Cyviz’ global ambitions. Cyviz is a company that is perfectly positioned in an attractive market with its platform and unique technology that stands out globally,” says Rune Syversen. “The recent global agreement with Microsoft is a clear testament to the quality and competitive advantages of Cyviz and a great fundament for further expansion and growth,” Mr. Syversen adds.

The Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The board of directors of Cyviz has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014. The board of directors has, when making its resolution to propose that the EGM approves the Private Placement, in particular emphasized (i) Karbon’s significant expertise and experience owning and developing technology companies, (ii) Karbon’s willingness and desire to assume an active role through the contemplated position as chairman of the board of directors and (iii) Karbon’s lock-up undertaking further demonstrating its long-term perspective. The board of directors furthermore notes that the Private Placement is conditional upon the approval by the shareholders in the EGM, involves limited financial dilution to existing shareholders and will strengthen the Company's shareholder base. Hence, the board of directors is of the view that the Private Placement will be in the common interest of the Company and its shareholders. Due to the limited size of the Private Placement, no subsequent offering of shares is contemplated to be carried out as a result of this Private Placement.  

Due to, inter alia, the strong share price after admission of the Company on Euronext Growth Oslo in December last year, and Karbon's expected contribution to the Company through the contemplated position as chairman of the board of directors and as a long-term shareholder, which is also supporter by the lock-up restrictions undertaken by Karbon in connection with the Private Placement, Carnegie AS and DNB Markets, a part of DNB Bank ASA, have consented to waive the Company's six month lock-up to facilitate for the completion of the Private Placement.

Following registration of the capital increase pertaining to the Private Placement, the Company's share capital will be NOK 14,174,156.70 divided into 12,885,597 shares, each with a nominal value of NOK 1.10.