NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Offering
May2021

Guaranteed issue

After a year with Covid-19, the physical events are in for a comeback. The virtual events are here to stay – but the future belongs to those tools that effortlessly tie the good old experience together with the virtual.

Conferize has a completely unique position in relation to this. With a new team, new investors, and a focused sales strategy, we are ready to realize the full potential of the platform.

Conferize A/S is now offering up to 77,304,570 new shares at a price of DKK 0.22 – with pre-emptive rights for existing shareholders. For new investors: First come, first served.

Subscribe for new shares from Monday 3 May 2019 9.00 a.m. to Tuesday 18 May 2021 5.00 p.m. Send an e-mail to offering@conferize.com  or sign up through your banking / investment platform.

IMPORTANT NOTICE

This website is not an offer or solicitation to subscribe for or purchase subscription rights or shares in the Company. Any decision to purchase or acquire securities in connection with the Offering shall be made solely on the basis of the information contained in the complete Offering material.

How to subscribe

You can subscribe for new shares at a price of DKK 0.22.

In need of help? Reach out to us on: offering@conferize.com

Er du aktionær? Så får du et brev fra din  bank –  følg instrukserne for at  udnytte tilbuddet

I. You are already a shareholder

Existing shareholders have pre-emptive rights. This means that you are first in line to take advantage of the offer. To what extend you can take advantage of the offer depends on how many shares you own on 29 April 2021. You will be allocated 2 subscription rights for each share that you own. Each subscription right entitles you to subscribe for 1 new share at a price of DKK 0.22. You can see the allotted subscription rights in your investment/bank solution.

If you have a trading account in a Danish bank you have received a letter about the offer in your eBoks from your bank. To subscribe for new shares, simply follow the instructions in the letter. Keep an eye on the deadlines set by your bank.

If you do not have time to place a subscription order via your bank, you can also use the following procedures until Tuesday 18 May 2021.

II. You are not a shareholder today

If you are not a shareholder but still want to make use of the offer, then you can buy subscription rights on Nasdaq, subscribe for shares through your bank – or contact us.

* You can buy subscription rights yourself via your investment platform (search for the ISIN code: DK0061536661 – they are called “Conferize AS / T-right”). You must subsequently remember to exercise them (typically under Corporate Actions). The deadline for this depends on your bank / investment platform.

or

* You can subscribe for new shares directly through your investment / bank platform

or

* If you have a Danish trading account you can until 18 May 2021 fill out a subscription request form and send it to udbud@conferize.com

Dear Shareholder in Conferize

It has been a turbulent time for the company.

The eruption of Covid-19 has for some time now turned the event industry upside down – and in the autumn we were nearly forced to shut down Conferize.

But now we have reached a turning point. With the advancing vaccination of the world’s populations, the industry will return to normal. The need for meeting physically for events will be stronger than ever before. And there will again be a need for an event platform like Conferize.

With a new circle of investors in the company, a new team has been established. We have revised the market strategy – and are ready to realize the full potential of the platform.

In order to give all our current shareholders the same opportunity to participate, we now invite you and the more than 2,000 other shareholders in Conferize to join the upcoming issue. For each share that you own, you can subscribe for 2 new shares – and if you have an appetite for more shares at the favorable price of DKK 0.22, there is an opportunity to request more.

In the coming days, you will receive a letter from your bank informing you of the offer to subscribe for new shares in Conferize A/S.

 

Thank you for your continued support. 

Claus Bretton-Meyer
Chairman of the Board
Conferize

The event industry took a sock on the jaw

The economic consequences of Covid-19 have been devastating. Most countries have experienced recession, rising unemployment and poverty. Some EU countries have even seen their economies shrink by up to 20 per cent.

The outbreak of Covid-19 hit society hard. In an attempt to contain the infection, several countries chose to impose strict restrictions on all forms of physical contact, borders were closed, and several countries established curfews.

A collapsed event industry

A direct and rapid consequence of the restrictions was that the market around physical events totally collapsed.

By mid-2020, it was clear that 2 out of 3 events had been canceled or postponed. Large parts of the global billion industry had disappeared from one day to the next. The hotel and restaurant industry, the aviation industry and other ancillary industries were dead.

Virtual events

Many event organizers tried to look for new ways. They turned to virtual events.

But the virtual events were completely unknown territory. Suddenly, all event organizers were set back to zero. All the low-practical questions about actual running an event took all the attention.

What tools to use? And how do you do use them? What can you trust?

Most vendors of event tools were just as much in disarray. The vast majority of event management tools were not geared for virtual events, and all players in the market had to look more or less frantically for solutions.

New competitors

With the rise of virtual events and the need for virtual sessions, new competitors emerged. New dominant players.

During 2020, we were all introduced to Google Meet, Microsoft Teams, Zoom and many other virtual meeting and collaboration platforms.

By the end of 2020, the entire event industry had been turned upside down.

But now it’s turning again.

With the advancing vaccination of the world’s populations, the physical events are coming back in 2021.

Two out of three event organizers are ready to spend more money than before on physical events.

It is clear to most that the digital tools offer new possibilities – but at the same time it is obvious that virtual events can neither now nor in the future replace physical events. The physical experience has value in itself.

A new reality is knocking on – the hybrid events, where the physical experience is accompanied by virtual elements.

The future belongs to those event tools that easily connect the traditional physical experience with the virtual.

An unknown territory for Google Meet, Microsoft Teams and Zoom.

There will again be room for a platform like Conferize.

Comeback to physical events – and a new reality

A big industry  with big budgets
and far to much waste.

The event industry is a global billion-dollar industry – and although Covid-19 put the physical event industry on hold in 2020 – it is quite clear that in the future a lot of money and lots of time will continue to be invested in events. But there is far too much waste. Time is being spent on all the wrong things.

The event industry is old – but very fragmented. There is no established way of doing events – and there is no clear market leader. And with the many tools for virtual events, the complexity has only grown.

Diverse and incoherent tools

Many event organizers struggle with diverse and incoherent tools. Most organizers are forced to use one tool for the event website, another for ticket sales, a third for communication with event participants and a fourth for questionnaires, etc., etc.

It is not uncommon to use 5-6 tools. All tools that each solve an important task – but tools never conceived or designed for an event context.

It really takes an effort to get acquainted with all these tools and keep track of them – and the mere transfer of data between tools quickly breaks the neck of even the most experienced organizer.

Time spent on all the wrong things

It is no wonder that much of the time goes into practical things surrounding the event. You simply do not have the time or energy to focus on what really makes a difference: tailor the content to the event, get the right speakers, invite the right participants, create a good experience and not least ensure a proper follow-up, so you manage to convert participants into actual customers. It’s a waste of time, resources and potential!

Conferize changes that.

 

Conferize – One tool, One platform

The Conferize platform has been designed and developed for the event industry from the very beginning. A comprehensive platform that helps with everything around planning, execution, and follow-up.

From day 1, Conferize frees up time – no more waste.

The event organizer gets time for everything that counts: the content and the experience. With Conferize, it can be about the quality and value of the event rather than the practical side of arranging it.

This is a unique position for Conferize.

Conferize product proces flow chart

One platform
for everything …
for all types of events …

Conferize’s platform supports planning, execution, and follow-up of all types of events – both online and on-site, and combinations thereof.

The platform supports conferences, seminars, webinars, product presentations, training programs and much more.

All types of events on the platform can be held as stand-alone events and as series of multiple events.

Expectations.

The market situation in the fall of 2020 nearly resulted in shutting down of Conferize. But with the reopening of society and the realization that the strong virtual players are not providing the necessary solutions for the physical events, the strategy is clear.

With the proceeds from this offering, the market relevance of Conferize must be consolidated and sales must be boosted.

After the closure of the company was averted the first task was to set up a new team – and re-orient and sharpen the sales strategy.

The purpose was clear: to consolidate the market relevance of Conferize and develop a new sales strategy that can exploit the openings in the market and the potential of the platform.

The sales strategy has now been sharpened.

The first steps have been taken to re-position Conferize in the market.

A new website, new market communication and a changed subscription and payment strategy have been launched, directly oriented towards the professional segment.

A new sales strategy has been formulated and the sales team is ready to drive sales forward with an initial focus on the Nordic market.

The platform is ready – and with the proceeds from this offering, the first steps of the strategy towards profitable growth can be realized.

The Company will later on explore the possibilities of defining and dominating verticals in the market.

Following the consolidation of the platform, the strategy is to establish partnerships with strong tech partners, so that the Conferize platform in the future will be a natural part of the ecosystems surrounding these tech partners.

The Company expects that a positive cash flow will be established some time during 2022.

 

>>> sales.

The Conferize platform is for all those who arrange events in professional contexts – whether events are the core of their business, or whether they use events for marketing and sales.

In the coming months, it will all be about manifesting Conferize in the Nordic markets.

With competitive pricing and a platform that saves time for the individual organizer from day one, the sales strategy will initially be based on direct sales to decision-makers in the Nordic region.

Partnerships will be established with other players in the event industry.

Conferize’s “Customer Success Team” helps the organizers get started on the platform and ensures that the platform’s promise of saved time and less hassle is delivered immediately. That ensures loyalty and revenue.

>>> technology.

Unlike its competitors, Conferize delivers a complete, open and modern platform. The platform must integrate naturally into the customers’ everyday lives – and be a catalyst for good events and never a barrier.

Conferize’s platform integrates functionality that is typically spread across many different solutions and tools. With Conferize, the customer gets one platform for everything.

But Conferize should never become a barrier to choosing other tools when needed. Quite oppositely Conferize needs to make other good tools even better.

Already now, the platform can be used with existing technologies such as Microsoft Teams, Facebook Live, Zoom and Cisco WebEx – and integrate with market-leading CRM and ERP systems.

Conferize will establish more and more partnerships with market-leading tools within each of their fields, so that the Conferize platform increasingly integrates naturally into the customers’ everyday lives.

Conferize must be our customers’ path to fantastic events.

>>> organization.

Conferize must be lean and scalable. With a small core of key employees in Denmark – and a unified professional tech team offshore, costs are kept down and scalability up.

The Offering in short

The Offering
Conferize offers up to 77,304,570 New Shares with a nominal value of DKK 0.10 each in an offering with pre-emptive rights for the Existing Shareholders (the Offering).

The Minimum Offering is 40,000,000 New Shares.

Pre-Commitments
Prior to the publication of the Offering, binding advance commitments to subscribe for a total of 40,681,816 New Shares have been made.

The Minimum offering is hereby guaranteed.

Subscription Rights
All Existing shareholders will be allocated two (2) Subscription Rights for each one (1) Existing Share held at the Allocation time on 29 April 2021 at 6.00 pm. (CEST).

One (1) Subscription right will entitle the holder to subscribe for one (1) New Share.

Subscription Price
The New Shares are offered at a price of DKK 0.22 per New Share.

Subscription Period
The Subscription Period for the New Shares will commence on 3 May 2021 at 9:00 a.m. (CEST) and will close on 18 May 2021 at 5:00 p.m. (CEST).

Subscription takes place through the investors account-holding bank during the Subscription Period.

Any Subscription Rights not exercised during the Subscription Period will lapse with no value, and the holder of such Subscription Rights will not be entitled to compensation.

Remaining Shares, due to unexercised Subscription Rights, can be subscribed for by investors, who have made binding advance commitments to subscribe or have made commitments to subscribe for Remaining Shares before the expiry of the Subscription Period.

Rights trading.
The Subscription Rights have been approved for admission to trading and official listing on Nasdaq First North Growth Market Denmark under the temporary ISIN code DK0061536661.

The Trading Period for Subscription Rights commences on 28 April 2021 at 9:00 a.m. (CEST) and will close on 12 May2021 at 5:00 p.m. (CEST).

Minimum or maximum subscription amounts
The minimum number of New Shares that a holder of Subscription Rights may subscribe for will be one (1) New Share. The number of New Shares that a holder of Subscription Rights may subscribe for is not capped.

Commitments to subscribe for Remaining Shares must be minimum 5,000 New Shares with a nominal value of DKK 0.10 each.

Withdrawal of subscriptions
Instructions for exercise of Subscription Rights or orders for Remaining Shares are binding for the investor and cannot be withdrawn or modified.

Payments and delivery of New Shares
Upon exercise of the Subscription Rights , the holder must pay DKK 0.22 per New Share subscribed for.

Against payment New Shares will be delivered to the investor’s account with VP Securities under the temporary ISIN code DK0061414125. The temporary ISIN will not be listed for trading.

The New Shares will be issued upon registration of the capital increase with the Danish Business Authority which is expected to take place on 27 May 2021.

Payment for Remaining Shares will have to take place following the announcement of allocated Remaining Shares to the individual investors, and no later than on 26 May 2021.

Completion of the Offering
The results of the Offering will expectedly be published on 27 May 2021 – and the registration with the Danish Business Authority immediately hereafter.

Withdrawal of the Offering
In the event of force majeure, the Offering can be withdrawn.

If the Offering is withdrawn, any exercise of Subscription Rights that has already taken place will be cancelled automatically and any commitment to subscribe for Remaining Shares will be cancelled. No New Shares will be issued and the subscription amount for the New Shares will be refunded (less any transaction costs).

Trades in Subscription Rights will not be cancelled.

Trading with Subscription Rights and/or New Shares before the completion of the Offering is at the investors’ own risk and expense.

A withdrawal of the Offering will be announced immediately via Nasdaq Copenhagen.

Governing law
The Offering is governed by Danish law and the New Shares are issued in accordance with Danish Law.

Dividends
The New shares shall confer rights to dividends and other rights as of the time of the registration of the share capital regarding the New Shares with the Danish Business Authority. The New Shares carry the same rights as the Existing Shares, including rights with respect to eligibility for any dividends.

Selected risk factors related to the Company.

The Company’s cash situation
The Company does not currently have a positive cash flow – and is therefore dependent on a continued inflow of capital.

If the Company fails to establish a positive cash flow within the timeframe offered by the proceeds from this offering, additional capital will be needed.

If this is not possible, the Company will have to look for alternative options, such as partnerships, shutting down activities, disposal of assets, etc. This can ultimately mean that shareholders will lose their investment.

A global and competitive intense market
The Company operates in a global market and remains vulnerable in relation to major global events – and/or competitors’ development of competing technologies, products or services that may make the Conferize platform redundant.

Development of a scalable and competitive platform
The Company remains dependent on developing and offering a scalable and competitive platform for Event Management.

Unexpected failure to do so can have negative consequences for the ability to establish a positive cash flow.

Subcontractors
The Company is dependent on 3rd party it services, whose operational instability and potential crashes can obstruct the Company’s delivery of services.

Reputation
Lack of quality or defects in deliveries can affect the Company’s reputation.

Key people and employees
The Company is dependent on key people and the continued influx of competent employees.

Legislation
The EU regulation for personal data (GDPR) affects the ability to handle data and can ultimately degrade the customer experience of Conferize’s platform.

The Company’s services and its operations may also be hampered in other contexts by changes in applicable law.

Selected risk factors related to the Company’s shares.

The Offering
Any trading in Subscription Rights or shares prior to the settlement of the Offering is at the parties’ own expense and risk.

The price of the Company’s shares
The pricing of the New Shares depends on the Company’s future operations, the development in the Company’s business areas and several other factors, including the above-mentioned risk factors.

There is therefore a risk that the price of the Shares may develop negatively.

Liquidity in the Company’s shares
The liquidity of a company’s share is significant for pricing.

A shareholder cannot be guaranteed to be able to buy or sell shares in the Company without this affecting the price of the Share.

Dividend
The Company has so far not paid dividends and has no intention of paying them the coming years.

Dilution
In connection with any share issue, including the ongoing offering, shareholders who do not participate pro rata will find that their ownership interest in the Company will decrease.

NOTE! The above lists are not exhaustive – and are not presented in order of priority.

Timetable

  • Last trading day in Existing Shares including Pre-emptive Rights: 27 April 2021
  • First day of trading in Existing Shares excluding Pre-emptive Rights: 28 April 2021
  • Rights Trading Period commences: 28 April 2021, 9.00 a.m. (CEST)
  • Allocation Time of Pre-emptive Rights: 29 April 2021, 6.00 p.m. (CEST)
  • Subscription Period for New Shares commences: 3 May 2021, 9.00 a.m. (CEST)
  • Rights Trading Period closes: 12 May 2021, 5.00 p.m. (CEST)
  • Subscription Period for the New Shares closes: 18 May 2021, 5.00 p.m. (CEST)
  • Allocation of Remaining Shares: 20 May 2021
  • Publication of result of the Offering: 27 May 2021
  • Completion of the Offering and registration with the Danish Business Authority: 27 May 2021
  • First day of trading and official listing of the New Shares under the ISIN code of the Existing Shares: 31 May 2021

 

Conferize Logo

Cvr. nr. 34472742 | conferize.com/investor

Certified Adviser
The Company’s Certified Adviser is: Baker Tilly Corporate Finance P/S (CVR-nr. 40073310), Gert Mortensen, Poul Bundgaards Vej 1, 1., DK-2500 Valby, tlf. +45 30 73 06 67, gmm@bakertilly.dk.

Investor contact
Søren Dalsgaard Hansen, CFO Conferize A/S, +45 31 21 17 26, ir@conferize.com