Oneflow publishes prospectus and announces price for its initial public offering of the Company’s shares on Nasdaq First North Premier Growth Market

Press release

31 March 2022

On 28 March 2022, Oneflow AB (publ) (”Oneflow” or the ”Company”), a fast-growing SaaS company within digital contract management, announced its intention to launch an initial public offering of shares (the “Offering”) and to list the Company’s shares on Nasdaq First North Premier Growth Market (the “Listing”). By reason of the Offering, Oneflow today announces the price in the Offering and publishes a prospectus which contains the full terms and conditions for the Offering. Swedbank Robur Ny Teknik, Handelsbanken Fonder, Andra AP-fonden (AP2) and Humle Fonder (together the “Cornerstone Investors”) have, at a price per share of SEK 45 (the “Offering Price”), under certain customary conditions, undertaken to acquire shares in the Offering totalling an amount of approximately SEK 218 million. The expected first day of trading is 8 April 2022.

The Offering in brief

• The Offering Price is SEK 45 per share, corresponding to a total market value of all issued shares of the Company of approximately SEK 824 million before completion of the Offering[1].
• The Offering comprises 6,111,111 newly issued shares, corresponding to approximately 25 percent of the total number of shares and votes in the Company following the completion of the Offering.
• Johan Borendal and Greenfield AB (together the “Selling Shareholders”) have reserved the right to, in consultation with the Sole Global Coordinator, upsize the Offering by up to 580,093 existing shares (the \”Upsize Option\”). If the Upsize Option is fully exercised, the increase will correspond to approximately 9 percent of the total number of shares in the upsized offer.
• The newly issued shares are expected to provide the Company with proceeds of approximately SEK 275 million before transaction costs.
• In order to cover any over-allotments in relation to the Offering, the Company has undertaken to issue up to 1,003,680 additional shares, corresponding to a maximum of 15 percent of the total number of shares in the Offering (the “Over-Allotment Option”).
• Assuming the Upsize Option and the Over-Allotment Option is exercised in full, the Offering will comprise of a total of 7,694,884 shares, which represent approximately 30 percent of the total number of shares and votes in the Company following the completion of the Offering.
• The total value of the Offering, based on the assumption that the Upsize Option and the Over-Allotment Option is exercised in full, amounts to approximately SEK 346 million.
• The Cornerstone Investors have, under certain customary conditions, undertaken to acquire shares in the Offering totalling an amount of approximately SEK 218 million.
• The Offering is directed to the general public in Sweden and institutional investors in Sweden and internationally.
• The application period for the general public in Sweden commences today 31 March 2022 and is expected to last until 6 April 2022.
• The application period for institutional investors commences today 31 March 2022 and is expected to last until 7 April 2021.
• The expected first day of trading on Nasdaq First North Premier Growth Market is 8 April 2022 and the Company’s shares will trade under the trading symbol ”ONEF”.

Background and reasons for the Offering

The Company’s Board of Directors deems a listing on Nasdaq First North Premier Growth Market to be a natural and important step in the Company’s development to further accelerate the Company’s growth and geographical expansion. With a global, expanding, and low-penetrated addressable market, together with an innovative product offering, Oneflow sees great opportunities to grow faster than what the internally generated funds of the Company allow. The purpose of the Offering is primarily to enable the implementation of the Company’s business plan in the form of increased investments in product development and expansion to new markets, and thereby capitalize on the Company’s growth potential. Furthermore, a listing on Nasdaq First North Premier Growth Market is expected to increase the awareness of Oneflow and its operations, strengthen the brand among investors and employees as well as improve the Company’s position in attracting customers and talents. In addition, the Offering and the Listing will give the Company access to the Swedish and international capital markets.

Oneflow intends to use the net issue proceeds from the Offering for product development, geographical expansion and general business purposes.

Prospectus and application

A prospectus (in Swedish), containing the Offering’s complete terms and conditions, will today be published on Oneflow’s website (www.oneflow.com) and be available via Danske Bank’s website (www.danskebank.se/prospekt) and Avanza’s website (www.avanza.se).

The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation“). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject to the prospectus. Investors should make their own assessment as to the suitability of investing in the Company’s securities.

Preliminary timetable

• Application period for the general public in Sweden 31 March – 6 April 2022
• Application period for the institutional investors  31 March – 7 April 2022
• First day of trading of Oneflow’s shares  8 April 2022
• Settlement date    12 April 2022

About Oneflow

Oneflow develops, sells and implements digital contract management and automation systems. The Company believes that contract processing today, both in Europe and globally, is mainly characterized by manual and paper or file-based contract management, which result in a high degree of time and resource-intensive administrative work and high exposure to human errors. Through the Company’s software platform, companies are given the opportunity to digitally handle contracts before, during and after signing within one single platform in order to automate and streamline the contract management process. The Company mainly operates in the Nordic market, but its product offering has a global reach and, by 31 December 2021, the Company had 18,886 paying users in 24 countries[2]. Oneflow’s business model primarily consists of providing long-term subscriptions of products adapted to different types of customer needs and preferences through a SaaS model (Software-as-a-Service). Oneflow was founded in 2012 and is headquartered in Stockholm, Sweden. The average number of employees was 83 during 2021, allocated in its three offices in Sweden, Norway and Finland.

The Company’s platform allows users to create, cooperate and work with contracts in real time, both internally within the organization and externally towards counterparties. Thereafter, the contract can be signed and archived in a structured and secure way. Contract data such as amounts, dates and deadlines are saved and can be filtered, summarized, aggregated and automatically integrated into other business systems and be used for notifications.

Oneflow assesses there are a number of main competitive advantages that distinguish the Company from its competitors and other players in the digital contract management market, which include:

1. Oneflow has an end-to-end platform for all steps in the contract management process, i.e. before, during and after signing;
2. Oneflow has a feature-rich and flexible HTML-editor that makes the contracts interactive, adaptable to different screen sizes and allows real-time editing; and
3. The contract data in Oneflow is structured and built so that users are able to easily and efficiently find information and transfer contract data to other business systems automatically.

In the financial year ended 31 December 2021, Oneflow’s net sales amounted to SEK 43.6 million, which represents a compounded annual growth rate of 59 per cent since 31 December 2019. To continue the Company’s high and sustainable growth, Oneflow has developed strategic initiatives that mainly include the four components; innovation and product development, marketing and increased awareness of the product, increased sales to existing customers and geographical expansion to new markets. From a long-term perspective the goal is to, with the help of the Company’s growth initiatives, become one of the global market leaders in digital contract management.

Stabilization measures

In connection with the Offering, Danske Bank, acting as stabilization manager, may carry out transactions aimed at stabilizing, maintaining or in other ways support the market price of the Company’s shares at a level above what would otherwise prevail on the open market. Such stabilization transactions may be carried out on Nasdaq First North Premier Growth Market, the OTC market or otherwise, and may be carried out at any time during the period beginning on the first day of trading in the shares on Nasdaq First North Premier Growth Market and terminating no later than 30 calendar days thereafter. Danske Bank has, however, no obligation to carry out stabilization measures and there is no guarantee that stabilization measures will be implemented. Under no circumstances will transactions be carried out at a price higher than the price in the Offering.

Danske Bank may use the Over-Allotment Option to over-allot shares in order to enable stabilization measures. Stabilization measures, if implemented, may be suspended at any time without notice but must be suspended within the aforementioned 30-day period. Danske Bank must, by the end of the seventh trading day after stabilization measures have been carried out, in accordance with Article 5(4) in the EU Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, announce that stabilization measures have been undertaken. Within one week after the end of the stabilization period, Danske Bank will, through the Company, announce whether or not stabilization was carried out, the date on which stabilization was initiated, the date on which stabilization was last carried out and the price range within which stabilization was carried out for each of the stabilization transactions.

Advisors

Danske Bank A/S, Danmark, Sverige Filial (”Danske Bank”) is Sole Global Coordinator and Bookrunner. Baker & McKenzie Advokatbyrå KB is legal advisor to Oneflow and Advokatfirman Schjødt is legal advisor to Danske Bank in connection with the Offering and Listing. Avanza Bank AB (publ) is acting as Retail Distributor.

FNCA Sweden AB is the Company’s Certified Advisor and can be reached at telephone: +46 (0)8 528 00 399 and e-mail: info@fnca.se.

For further information, please contact:

Anders Hamnes, CEO and founder
Mobile: +46 76 788 50 76
Email: anders.hamnes@oneflow.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US 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. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the \”Prospectus Regulation\”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus in Swedish has been prepared in connection with the Offering, which has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), which is the national competent authority in Sweden under the Prospectus Regulation. The Prospectus is available on Oneflow’s website (www.oneflow.se), Danske Bank’s website (www.danskebank.se/prospekt) and Avanza’s website (www.avanza.se).

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, \”qualified investors\” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of \”investment professionals\” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the \”Order\”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as \”relevant persons\”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new securities. Any investment decision to acquire or subscribe for securities in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s securities. Such information has not been independently verified by Danske Bank. Danske Bank is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors\’ decisions regarding the Offering. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company\’s website nor any other website accessible through hyperlinks on the Company\’s website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company\’s intentions, beliefs, or current expectations about and targets for the Company\’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as \”believe\”, \”expect\”, \”anticipate\”, \”intend\”, \”may\”, \”plan\”, \”estimate\”, \”will\”, \”should\”, \”could\”, \”aim\” or \”might\”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or the Nasdaq First North Growth Market Rulebook (Premier segment).

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (\”MiFID II\”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the \”MiFID II Product Governance Requirements\”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any \”manufacturer\” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company\’s securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the \”EU Target Market Assessment\”). Solely for the purposes of each manufacturer\’s product approval process in the United Kingdom, the target market assessment in respect of the securities in the Company has led to the conclusion that: (i) the target market for such securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (\”UK MiFIR\”); and (ii) all channels for distribution of such securities to eligible counterparties and professional clients are appropriate (the \”UK Target Market Assessment\” and, together with the EU Target Market Assessment, the \”Target Market Assessment\”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Company\’s securities may decline and investors could lose all or part of their investment; the Company\’s securities offer no guaranteed income and no capital protection; and an investment in the Company\’s securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering and the Listing.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company\’s securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company\’s securities and determining appropriate distribution channels.