Cint

Background and reasons
Cint’s Board of Directors has today resolved to carry out the Rights Issue, subject to approval by the EGM, to support the implementation of the new Cint 2.0 strategy, that Cint announces through a separate press release today, and improve future cash flows by refinancing the Company’s balance sheet, thereby providing Cint with greater operational planning stability and enhanced financial flexibility.

Pending completion of the Rights Issue, the Company’s outstanding credit facility agreement provided by two Nordic banks (the “Facility Agreement”) has been temporarily extended until April 2026. Subject to the Rights Issue being successfully completed and the Company amortising USD 35 million, the Company has agreed with the banks to further extend the Facility Agreement until March 2027.

By using net proceeds from the Rights Issue to amortise debt, Cint would, as of 30 September 2024, reduce its net debt / EBITDA ratio from 2.5 to 1.0 times, thereby satisfying its new financial target, that Cint announces through a separate press release today, and enhancing future cash flows due to the reduced debt burden.

The Rights Issue will provide Cint with more financial flexibility to execute on the new strategy as the reduction in debt entails lower interest payments going forward. The part of the net proceeds not used for amortising debt will be used for general corporate and strategic purposes, including to fund initiatives under the new strategy.

Rights Issue terms
The Board of Directors will resolve on and announce the complete terms for the Rights Issue, including the highest amount by which the Company’s share capital shall be increased, the highest number of shares which shall be issued and the subscription price to be paid for each new share, around 20 February 2025.

Those who are registered as shareholders in Cint on the record date 27 February 2025 shall have preferential rights to subscribe for new shares and thus receive subscription rights in proportion to the number of shares held on the record date. Application for subscription for shares in the Rights Issue without exercising subscription rights will be possible.

The subscription period will begin on 3 March 2025 and end on 17 March 2025. Trading in subscription rights will take place on Nasdaq Stockholm during the period 3–12 March 2025. Trading in paid subscribed shares (Swe. betald tecknad aktie, BTA) will take place on Nasdaq Stockholm during the period 3–28 March 2025.

Cint expects to publish a prospectus regarding the Rights Issue around 26 February 2025.

Support for the Rights Issue
Several of the Company's largest shareholders as well as CEO Patrick Comer, COO Brett Schnittlich and CFO Niels Boon, in aggregate representing approximately 46[1] per cent of the total number of shares and votes in the Company, support the Rights Issue decision and have declared their intention to vote in favour of the Rights Issue at the EGM and subscribe for their pro rata shares in the Rights Issue.

Extraordinary general meeting
The completion of the Rights Issue is subject to approval by the EGM to be held on 21 February 2025. A notice convening the EGM will be published through a separate press release today.

Preliminary timetable
The below timetable for the Rights Issue is preliminary and may be adjusted.

Advisors
In connection with the Rights Issue, Cint has appointed Danske Bank A/S, Danmark, Sverige Filial and Skandinaviska Enskilda Banken AB as Joint Global Coordinators and Joint Bookrunners. Gernandt & Danielsson Advokatbyrå KB and Covington & Burling LLP act as legal advisers to Cint in connection with the Rights Issue.

Important information
This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, the United Kingdom, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.

None of the securities referred to herein (collectively, the “Securities”) have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any of the Securities in the United States or to conduct a public offering of the Securities in the United States.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the Securities. In the United Kingdom, this press release is being distributed to and is directed only at “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or high net worth companies and other persons to whom the information may lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The Securities are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any securities or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the prospectus that the Company expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

This press release contains forward-looking statements that reflect the Company’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

[1] Shareholdings retrieved from Holdings and information provided to the Company as of 26 January 2025.