Ranplan Group AB announces initial public offering in connection with listing on Nasdaq First North Stockholm and publishes prospectus

Ranplan Group AB announces initial public offering in connection with listing on Nasdaq First North Stockholm and publishes prospectus

Ranplan Group AB (“Ranplan” or the ”Company”) has decided to broaden the ownership of the shares in the Company by way of a new issue of shares (the “Offering”) followed by a listing of the Company’s shares on Nasdaq First North Stockholm (“First North”). The prospectus for the Offering will be published today.

Not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other state or jurisdiction in which such measure would be unlawful or require additional registration or any other actions to be taken in addition to the requirements under Swedish law. See also the important information section below.

Ranplan in brief and rationale for the Offering
Ranplan is a software company operating in planning, simulation and optimization of telecom networks. Today, 80 percent of all mobile traffic is generated within buildings, while only 2 percent of all commercial buildings have dedicated wireless indoor networks. This leads to inadequate connections (which are expected to increase due to the introduction of 5G), which in turn leads to dissatisfied mobile users. In order to solve this problem, Ranplan has developed a software program at the outermost edge of technology, through which Ranplan’s customers save both money and receive satisfied end customers. Today, the Company is the only company in the market capable of offering a software tool that can plan indoor and outdoor environments in coordination while providing the most accurate prediction models. Therefore, Ranplan has a unique position in its market segment. 2018 has begun well with almost a doubling of revenues compared to the corresponding quarter of 2017.

The Company has recently entered into agreements with companies such as Huawei, TEOCO and Ericsson and has received Verizon approval to allow Verizon subcontractors to use the Ranplan suite of tools. In order to capitalize on the Company’s favorable market position, Ranplan now plans to raise SEK 62 million, of which the entire amount is guaranteed. The raised capital will predominately be used for sales and marketing but also for product development and strengthening the Company’s balance sheet. Ranplan has chosen First North in Stockholm mainly as a result of the strong technical knowledge and capital adequacy of the Swedish market, Nasdaq’s global brand. This is of significant importance to Ranplan’s customers and partners because a significant part of the Company’s operations are expected to be conducted on the North American and Asian continents, and consequently a listing on such a market makes it attractive for raising liquidity.

The Offering in brief

• The Offering is directed at the general public in Sweden, Denmark and Norway, as well as to professional investors in Sweden and internationally.
• The Offering comprises a maximum of 6,019,418 new shares offered by the Company.
• The subscription period for the Offering starts on 24 May 2018 and ends on 7 June 2018.
• The subscription price in the Offering is SEK 10.30 per share. In total, the Offering amounts to SEK 62 million before transaction costs. The subscription price corresponds to a valuation of the Company’s shares of SEK 145 million prior to the Offering.
• The Offering has been guaranteed in full (SEK 62 million), of which 16 per cent (SEK 10 million) relates to subscription commitments ( teckningsåtaganden) and 84 per cent (SEK 52 million) relates to guarantee commitments (Sw. garantiåtaganden). More detailed information regarding the commitments and the parties providing such commitments will be presented in the prospectus.
• Anticipated first day of trading is around 28 June 2018.

The Offering is conditional upon the Company fulfilling First North listing requirements and provided that no circumstances arise under which the Offering could be considered inappropriate by the Company’s board of directors. The Offering may thus be cancelled under such circumstances.

Prospectus
The prospectus, with full terms and conditions of the Offering, is available on Ranplan’s website (www.ranplanwireless.com), Hagberg & Aneborn’s website (www.hagberganeborn.se), Nordnet’s website (www.nordnet.se) and will be kept available at the Swedish Financial Supervisory Authority’s website (www.fi.se).

Share capital and number of shares
As of today, the Company’s share capital amounts to SEK 563,935.76 divided between 14,098,394 shares, giving each share a quotient (par) value of SEK 0.04. Provided that the Offering is fully subscribed, the share capital will increase with SEK 240,776.72 by the issuance of 6,019,418 new shares, corresponding to 42.70 per cent of the total number of shares and votes in the Company prior to the Offering and resulting in a dilution of approximately 29.92 per cent (calculated as the maximum number of shares and votes issued through the Offering, divided with the maximum number of shares and votes after the Offering).

Advisers
Naventus Corporate Finance AB acts as financial adviser in connection with the Offering and Setterwalls Advokatbyrå AB is legal advisers to the Company in connection with the Offering. Hagberg & Aneborn Fondkommission AB has been appointed as issuing agent. FNCA Sweden AB will be the Company’s Certified Adviser at First North.

About Naventus Corporate Finance AB
Naventus Corporate Finance is an independent privately-owned financial adviser offering services in the field of qualified advice on initial public offerings, capital raisings (equity as well as debt), ownership changes, acquisitions, mergers and divestments (M&A) to listed and private companies and its owners.

For more information, please contact:

Alastair Williamson, CEO,
Tel: +44 7824 997689
Alastair.Williamson@ranplanwireless.com
ranplanwireless.com

Important information

This document has not been approved by any regulatory authority. The document is a press release and not a prospectus and investors shall not subscribe or purchase securities referred to in this document except on the basis of the information contained in the prospectus approved by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen) and made available on the Company’s website. Distribution of this press release may in certain jurisdictions be subject to restrictions by law and persons who have access to this, or part of this, are required to inform themselves of, and comply with, such legal restrictions. Information in this press release shall not constitute an offer to sell shares, or a solicitation of any offer to purchase shares, nor shall there be any sale of the securities referred to herein, in any jurisdiction where such offer, solicitation of any offer to purchase, or sale would require preparing an additional prospectus or other offering documents, or would not be lawful without registration or applicable exemption from registration under the securities laws of such jurisdiction. This press release does not constitute, or is part of, an offer or a solicitation of an offer to purchase or subscribe for securities in the United States. Securities referred to herein have not and will not be registered in accordance with the US Securities Act of 1933 (Securities Act), and may not be offered or sold within the United States without registration in accordance with the Securities Act, or an exemption therefrom. Securities referred to herein are not offered to the general public in the United States. Copies of this press release are not made and may not be distributed or sent, in whole or in part, directly or indirectly, to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States or to any other jurisdiction where the distribution or issuance of this press release would be unlawful.