4C Group

4C Group AB (publ) (“4C Strategies” or the “Company”), a fast-growing provider of organisational readiness and training management solutions globally, announces the outcome of the offering of the Company’s shares (the “Offering”) and the listing of the shares on Nasdaq First North Premier Growth Market (the "Listing"). The Offering attracted very strong interest from Swedish and international investors as well as the general public in Sweden and the Offering was heavily oversubscribed. Trading on Nasdaq First North Premier Growth Market commences tomorrow, 24 May 2022.

The Offering in brief

• The price per share in the Offering was, as previously communicated, set to SEK 35, corresponding to a total value of approximately SEK 1,187 million for all outstanding shares in the Company following the completion of the Offering.
• The Offering comprised 12,926,112 shares, of which 2,857,142 shares will be newly issued shares and 10,068,970 shares are existing shares. The existing shares are sold by Priveq, the founder Andreas Hedskog, and certain other shareholders in the Company, including certain members of the management team.
• The new shares to be issued by the Company will provide 4C Strategies with proceeds of approximately SEK 100 million before deduction of costs attributable to the Offering.
• To cover a possible overallotment in the Offering, Priveq[1] has undertaken to sell up to 1,938,916 additional existing shares, corresponding to a maximum of 15% of the total number of shares in the Offering (the “Overallotment Option”).
• Provided that the Overallotment Option is exercised in full, the Offering will comprise 14,865,028 shares, which represent approximately 43.8% of the total number of shares in the Company following the completion of the Offering.
• The total value of the Offering amounts to approximately SEK 452 million and approximately SEK 520 million if the Overallotment Option is exercised in full.
• The Fourth Swedish National Pension Fund, Livförsäkringsbolaget Skandia, ömsesidigt, Skandia Fonder AB, Carnegie Fonder, Grenspecialisten, LMK Venture Partners AB, Neptunia Invest, Tibia Konsult AB and a consortium of Erik Syrén, Martin Bjäringer, Tedde Jeansson and Carl Rosvall (together “Cornerstone investors”) have acquired shares in the Offering for a total amount of SEK 335 million, representing approximately 28.2% of the shares and votes in the Company upon completion of the Offering.
• Key members of the senior management and the Board of Directors have entered into lock-up undertakings applicable for a period of 540 days[2] and other shareholding directors and members of the senior management have entered into lock-up undertakings applicable for a period of 360 days after the first day of trading on Nasdaq First North Premier Growth Market. In addition, other selling shareholders and certain existing shareholders have entered into lock-up undertakings applicable for a period of 180 days after the first day of trading.
• Trading on Nasdaq First North Premier Growth Market commences tomorrow, 24 May 2022, under the ticker “4C”. Settlement is expected to take place on 27 May 2022.

Magnus Bergqvist, CEO, comments:

“Tomorrow marks a major and exciting milestone in 4C Strategies’ more than 20-year long history. The listing on Nasdaq First North Premier Growth Market gives us even better opportunities to manage our continued expansion, bringing our solutions for organisational resilience, training, and crisis management to even more customers around the world. I am proud of all our employees who have contributed to the success so far, combining the power of digital innovation with industry expertise to build a safer society. I look forward to continuing building the business as a listed company.”

Andreas Hedskog, Founder and Chairman of the Board of Directors, comments:

“This is an exciting day for 4C Strategies and for me personally. We have come a long way since the idea behind 4C Strategies first came to life in 2000. Today, our resilience technology and experts support some of the world’s most high-profile clients, and this listing will further strengthen our position in a fast-growing market. I would like to welcome all the investors who are now joining 4C Strategies as shareholders. We are pleased to have attracted both strong institutional investors as well as a large and diverse base of retail investors.”

Mats Hjerpe, Board member of 4C Strategies and Partner at Priveq, comments:

“We are glad to welcome all the new shareholders to 4C Strategies. The 4C Strategies team has built an incredible business that has set the gold standard in resilience tech globally. The listing on Nasdaq First North Premier Growth Market marks an important step for 4C Strategies' continued expansion, helping even more customers to address some of the biggest resilience challenges facing organisations today. We look forward to continuing supporting the company as an active owner.”

About 4C Strategies

4C Strategies was founded by Andreas Hedskog in 2000 and is a leading global provider of software solutions and expert services for organisational readiness, training, and crisis management, with a unique[3] offering on the market. Through its Exonaut software platform, 4C Strategies offers a complete platform for building organisational readiness. Exonaut enables effective, secure, and seamless management of incidents, crises, risks, and compliance assurance. Exonaut also supports the sustainment and continuity of operations affected by disruptions and crises and provides a software solution for both military and civilian customers in training management and capability development. In addition to Exonaut, the Company also provides software-related services and expert services. The Company provides its solutions primarily to customers in mission-critical environments such as defence forces, public organisations, and companies in the corporate sector that have a need of managing risks and training for sudden and critical events. 4C Strategies is based in Sweden and has a global presence with +150 customers, and users in +100 countries.

Stabilisation measures

In connection with the Offering, ABG Sundal Collier may, in its capacity as Sole Global Coordinator and stabilisation manager, effect transactions aimed at supporting the market price of the share at levels above those which might otherwise prevail on the market. Such stabilisation transactions may be effected on Nasdaq First North Premier Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Premier Growth Market and ending no later than 30 calendar days thereafter. Stabilisation transactions aims at supporting the market price of the securities during the stabilisation period.

ABG Sundal Collier is not required to undertake any stabilisation transactions and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time. In no event will stabilisation transactions be effected at levels above the offering price. ABG Sundal Collier shall, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, disclose information about the stabilisation transactions in accordance with Article 5(4) in the Market Abuse Regulation (EU) 596/2014. ABG Sundal Collier will, within one week of the end of the stabilisation period, make public whether or not stabilisation transactions were undertaken, the date at which the stabilisation transaction was undertaken, including the date at which stabilisation last occurred and the price range within which stabilisation transactions were carried out, for each of the dates during which stabilisation transactions were carried out.

About Priveq

Priveq invests in unlisted growth companies, targeting unique companies with a leading position rather than specific sectors. Since 1983, Priveq has invested in more than 130 Nordic companies, having successfully listed 28 of these. In addition to 4C Strategies, Priveq has also invested in companies such as QleanAir, Metenova, ROL, Equestrian Stockholm and Caybon. Visit www.priveq.se for more information.

Advisors

ABG Sundal Collier is acting as Sole Global Coordinator and Joint Bookrunner. Joh. Berenberg, Gossler & Co. KG (“Berenberg”, and together with ABG Sundal Collier, the “Joint Bookrunners”) is Joint Bookrunner. Baker & McKenzie Advokatbyrå KB is the legal advisor to the Company. White & Case Advokataktiebolag is the legal advisor to ABG Sundal Collier and Berenberg.

For further information, please contact:

Magnus Bergqvist, CEO
Phone: + 46 (0)8-522 27 900
Email: magnus.bergqvist@4cstrategies.com

Anders Nordgren, CFO
Phone: + 46 (0)8-522 27 900
Email: anders.nordgren@4cstrategies.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 Swedish language prospectus, and an English translation thereof, has been prepared in connection with the Offering and the Listing. The Swedish language prospectus 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 prospectuses have been published on the Company's website.

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 the Joint Bookrunners. The Joint Bookrunners are 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 without notice. 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.

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.

[1] Through Priveq Investment V (A) AB and Priveq Investment V (B) AB.
[2] Refers to Andreas Hedskog (Chairman of the Board), Magnus Bergqvist (CEO), and Anders Nordgren (CFO).
[3] Source: Market study conducted by Arthur D. Little (“ADL market study”) dated December 2021. Defined as having the broadest offering of comparable companies in the market for organisational readiness and training in the defence, public and corporate sectors