Plan for Clevon AS to exit First North
The Initial Public Offering (IPO) of the shares of Clevon AS (Clevon) took place in the period 06.-17.06.2022 and as of 28.06.2022 Clevon's shares are traded on the multilateral trading facility First North (FN) operated by Nasdaq Tallinn AS. During the IPO and the private placement conducted in parallel Clevon raised 5.2 MEUR of additional capital.
Why is it necessary to leave the FN?
Clevon is a fast-growing start-up company that is in constant need of additional capital to develop and commercialise its main product, the unmanned and teleoperated vehicle CLEVON 1, and the technology it incorporates.
Due to world events (war in Ukraine, energy crisis, etc.) the situation on the financial markets has occurred, where it becomes extremely unlikely for Clevon to successfully raise additional capital publicly at this time as well as during future capital raising rounds. Therefore, Clevon is looking for potential investors outside the FN, namely venture capitalists, Clevon´s potential customers and other start-up companies, with whom the CLEVON 1 vehicle can be further developed in synergy.
Communication with potential investors has shown that in order to raise capital from them for further development, Clevon will have to leave the FN. The main reason given for leaving FN as a pre-condition for investment is that potential investors have investment policies that restrict them from investing in public companies. In addition, the disclosure requirements associated with being on the FN, the impossibility of granting preferential rights to larger investors (e.g. appointment of directors or veto rights) and the dependence of the value of the company on trading on the FN may also potentially constitute an obstacle for capital raising.
What are the next steps to leave the FN?
In order to exit the FN, Clevon's larger shareholders plan to concentrate the shares in a company planned to be called Clevon Investors AS (Clevon Investors), which is in the process of being established.
A voluntary takeover offer will be made to the shareholders, as part of which all the shareholders will be offered to make a choice:
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First option is to continue as shareholders of Clevon via Clevon Investors. In case of this option, the shareholder will give the shares of Clevon belonging to him/her to Clevon Investors and in return will get the shares of Clevon Investors. Todays Clevon shareholder will become Clevon Investors shareholder. Clevon Investors shall own Clevon shares.
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Second option is to sell their shares to Clevon Investors on the terms set out in the voluntary takeover offer. The detailed terms of the voluntary takeover offer will be disclosed as soon as Clevon Investors becomes established, which is expected to be no later than early February 2023.
If during the voluntary takeover offer 90% or more of the shares of Clevon will concentrate into Clevon Investors and by that time, given all the circumstances, it is necessary, a mandatory takeover offer shall be conducted with the purpose to take over in return for a fair compensation the shares of Clevon shareholders who have not joined Clevon Investors or sold their shares to Clevon Investors.
After the above mentioned processes are completed, it is planned to submit an application to Nasdaq to withdraw from the FN, i.e. to cease the public trading of Clevon's shares.
This announcement does not constitute an offer to the shareholders of Clevon. The shareholders of Clevon will be further informed of each stage separately.
What happens after leaving the FN?
Both Clevon's management and larger shareholders continue to believe in Clevon's success. In particular, the recent achievements of Clevon in Europe, where a number of pilot projects have been launched with major courier and retail companies such as DHL and Euronics in Estonia, IKI and LastMile in Lithuania, Colruyt in Belgium, as well as in the US, where Clevon´s subsidiary has been established in Texas and CLEVON 1 has been actively introduced and tested. Clevon is also in talks with many potential customers around the world to launch new pilot projects. Clevon's development and sales activities have so far gone according to plan or even better than the initial forecasts, except for the initial plans for raising funds, which are directly dependent on the financial market situation. This allows to assume that with the inclusion of additional capital, in the coming years, Clevon will be able to further develop Clevon's products, services and business model and increase the value of the company.
Additional information:
Arno Kütt
Chairman of the Management Board of Clevon AS
arno.kutt@clevon.com
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