Notice of secondary public offering of AS Bercman Technologies shares
AS Bercman Technologies (registry code 14134425, Riia tn 26, 50405, Tartu, Estonia, hereinafter "Bercman" or "Issuer") hereby announces the secondary public offering of its shares. The offering is based on a description of the company prepared by Bercman, available on the Bercman website at https://www.bercman.com/investor-relations/
Shares are offered to the public only in Estonia and not in any other jurisdiction.
Comment by Bercman CEO Mart Suurkask:
”During the IPO last summer our shares were oversubscribed for 14.5 times. For those investors who didn’t get the desired number of shares at the time, a new opportunity arises. The current share price is not necessarily reflecting on where Bercman and Krakul are moving towards as investing in our company is forward-looking. Over the past year, we have done a lot and we see that all those preparatory activities are going to fuel the growth. Our clear goal is to become the most preferred partner in the Intelligent Transportation Systems and Smart City markets.”
Overview of the essential terms of the offering
Publicly in offer up to 151 261 AS Bercman Technologies ordinary shares. If the interest in the offering is high and the investor demand exceeds the number of shares offered, the Issuer has the right to increase the number of shares in the offering up to 181 513 shares.
The estimated revenue of the offering is approximately EUR 934 793, or up to EUR 1 121 750 in the case of oversubscription. Bercman intends to use the proceeds of the offering primarily to expand into new markets in Europe, focusing in particular on the markets of Italy, Finland, Spain, Slovakia, Bosnia and Herzegovina, Portugal, Czech Republic, Poland, Scotland and Belgium, as well as on investment in product development. Which would, among other things, allow entry into the market this year with software and hardware innovations that enable new functionalities of the Smart Pedestrian Crosswalk.
Bercman will submit an application for admission of all new shares issued in the course of the offering, to trading on the Multilateral Trading Facility First North.
The offering period during which the shares can be subscribed for will begin on 22 April 2022 at 10:00 and ends on 2 May 2022 at 16:00 (Estonian time).
The offer price is fixed at EUR 6.18 per share of which EUR 0,10 is the nominal value and EUR 6.08 is the issue premium. Only integer number of shares can be subscribed for.
A retail investor wishing to submit a subscription order must contact the operator of its securities account opened at the Estonian Register of Securities.
Important dates
The below timeline specifies the most important dates related to the offer.
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22 April 2022 at 10:00 |
Start of offering period |
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2 May 2022 at 16:00 |
End of offering period |
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On or about 4 May 2022 |
Announcement on the results of the offering |
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On or about 6 May 2022 |
Settlement of the offering |
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On or about 13 May 2022 |
Increase the share capital in the commercial register |
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On or about 17 May 2022 |
First trading day of new shares on Nasdaq Tallinn First North |
To the extent that the shares already traded by Bercman's major shareholder are used for settlement, the investors in the offer will be able to start trading immediately after settlement. The reference in the schedule to 17 May 2022 concerns the first trading day of the shares issued by Bercman to its major shareholder for the repayment of the loan.
Subscription form
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Owner of the securities account: |
[name of the investor] |
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Securities account: |
[number of the investor’s securities account] |
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Custodian: |
[name of the investor’s custodian] |
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Security: |
BERCMAN TECHNOLOGIES LIHTAKTSIA |
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ISIN code: |
EE3100076407 |
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Amount of securities: |
[number of shares for which the investor wishes to subscribe] |
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Price (per one share): |
6 euros and 18 cents |
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Transaction amount: |
[the number of shares for which the investor wishes to subscribe multiplied by the price of the share] |
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Counterparty: |
AS Bercman Technologies |
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Securities account of the counterparty: |
99103689847 |
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Custodian of the counterparty: |
AS LHV Pank |
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Type of transaction: |
Subscription |
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Type of settlement: |
delivery versus payment (DVP) |
Distribution rules
Bercman shall decide on the distribution of the offering shares at its sole discretion after the end of the offering period on or about 4 May 2022. All investors shall be treated equally in the same circumstances for the purposes of distribution. The distribution shall take into account the pre-emptive subscription rights of existing shareholders. In addition to the offering, Bercman has the right to distribute the offering shares to institutional investors outside Estonia at its discretion, provided that such investors qualify as professional investors within the meaning of Article 2(e) of the Prospectus Regulation.
Before investing in the shares of Bercman we advise you to acquaint yourself with the company description in full and, if needed, consult with an expert.
Contacts for additional information:
Mart Suurkask
AS Bercman Technologies management board member
+372 5340 2902
mart.suurkask@bercman.com
Bercman is a high-tech company founded in 2016, whose main activity is the development and sale of products and services that increase traffic safety. Bercman's mission is to eliminate road deaths, and its vision is to become an internationally leading partner in the market for smart city solutions. In addition, the company wishes to contribute to the spread of self-driving vehicles. Considering the prospects regarding the distribution of automatic and autonomous vehicles, the company believes that the development of the field is promising and offers good opportunities for the company's rapid global expansion. The Bercman group includes the development company of the Internet of Things and autonomous systems Krakul OÜ.
Important information:
This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell the shares of Bercman or invitation to subscribe to the shares of Bercman. Before deciding to invest we ask the investors to acquaint themselves with the Bercman company description and if needed consult with an expert. Decision to acquire the shares of Bercman should be based only on the information presented in the company description of Bercman.
The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful. Bercman shares will be publicly offered only in the Republic of Estonia and the sale or offer of the shares shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.
Shares are offered solely based on the company description and the offer is intended only for the persons to whom the company description is directed at. The present notice is not reviewed or confirmed by any supervisory authority, and it does not constitute a prospectus.
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