AS Bercman Technologies (registry code 14134425, Riia tn 26, 50405, Tartu, Estonia, hereinafter “Bercman” or “Issuer“) hereby announces the tertiary public offering of its shares. The offering is based on a description of the company prepared by Bercman, available on the Bercman website at https://www.bercman.com/investor-relations/.
Shares are offered to the public only in Estonia and not in any other jurisdiction.
Comment by Bercman CEO Mart Suurkask:
“Bercman’s shareholders approved conducting an additional share offer to accelerate the company’s growth at yesterday’s general meeting. Bercman has exciting developments underway in both the UK and Greek markets, which have reached a certain level of maturity, as well as in several new countries where we are entering the stages of expansion within target markets. We are keen to continue rapid growth in export markets to reach many people as soon as possible, systematically make traffic safer and prepare the road environment for future changes. In parallel with the expansion, the company’s development team is working on further developments of the newer functionalities of our smart safety system to better adapt to the demands of the rapidly growing micro-mobility and to meet customer needs better. As a new addition, we are starting to develop an off-vehicle eCall solution for the crossing, which we call SurviveCall. It will detect a collision in the crossing lane and send an automatic emergency call to the call centre. I am also pleased to announce that we have signed underwriting guarantees of 20% of the amount to be raised with the members of the Board of Directors, the Supervisory Board and major shareholders. This confirms the continued faith and support of the investors in our business. We look forward to welcoming both existing and new investors to support the implementation of our plans and to be part of the growth of a safer and smarter urban space.”
Overview of the essential terms of the offering
Up to 120 000 ordinary shares of AS Bercman Technologies are publicly offered. If the interest in the offering is high and the investor demand exceeds the number of shares offered, the Issuer has the right to increase the number of shares in the offering up to 210 000 shares.
The estimated revenue of the offering is approximately EUR 360 000, or up to EUR 630 000 in the case of oversubscription. Bercman intends to use the proceeds of the offering primarily to expand into new markets in Europe, focusing in particular on improving its position in already established markets such as Greece, Croatia, and the United Kingdom but also on newer markets of Finland, Poland, Belgium, Spain, Slovakia, Slovenia, Italy, Bosnia and Herzegovina, Sweden and the Czech Republic, as well as on investments in product development. The latter includes the development of the automatic first aid call system SurviveCall and further development of new functionalities to the Smart Pedestrian Crosswalk.
Bercman will submit an application for admission of all new shares issued in the course of the offering, to trading on the Multilateral Trading Facility First North.
The offering period during which the shares can be subscribed for will begin on 4 October 2022 at 10:00 and ends on 14 October 2022 at 16:00 (Estonian time).
The offer price is fixed at EUR 3 per share of which EUR 0,10 is the nominal value and EUR 2.90 is the issue premium. Only an integer number of shares can be subscribed for.
A retail investor wishing to submit a subscription order must contact the operator of its securities account opened at the Estonian Register of Securities.
The below timeline specifies the most important dates related to the offer.
|4 October 2022 at 10:00||Start of the offering period|
|14 October 2022 at 16:00||End of the offering period|
|On or about 17 October 2022||Announcement on the results of the offering|
|On or about 19 October 2022||Settlement of the offering|
|On or about 26 October 2022||Increase the share capital in the commercial register|
|On or about 28 October 2022||First trading day of new shares on Nasdaq Tallinn First North|
To the extent that the shares already traded by Bercman’s major shareholder are used for settlement, the investors in the offer will be able to start trading immediately after settlement. The reference in the schedule to 28 October 2022 concerns the first trading day of the shares issued by Bercman to its major shareholder for the repayment of the loan.
|Owner of the securities account:||[name of the investor]|
|Securities account:||[number of the investor’s securities account]|
|Custodian:||[name of the investor’s custodian]|
|Security:||BERCMAN TECHNOLOGIES LIHTAKTSIA|
|Amount of securities:||[number of shares for which the investor wishes to subscribe]|
|Price (per one share):||3 euros and 00 cents|
|Transaction amount:||[the number of shares for which the investor wishes to subscribe multiplied by the price of the share]|
|Counterparty:||AS Bercman Technologies|
|Securities account of the counterparty:||99103689847|
|Custodian of the counterparty:||AS LHV Pank|
|Type of transaction:||Subscription|
|Type of settlement:||delivery versus payment (DVP)|
Bercman shall decide on the distribution of the offering shares at its sole discretion after the end of the offering period on or about 17 October 2022. All investors shall be treated equally in the same circumstances for the purposes of distribution, however, the issuer reserves a right to prefer the management members of the Bercman group, employees and/or existing shareholders. In addition to the offering, Bercman has the right to distribute the offering shares to institutional investors outside Estonia at its discretion, provided that such investors qualify as professional investors within the meaning of Article 2(e) of the Prospectus Regulation.
Before investing in the shares of Bercman we advise you to acquaint yourself with the company description in full and, if needed, consult with an expert.
Contacts for additional information:
AS Bercman Technologies management board member
+372 5340 2902
This notice is an advertisement for securities within the meaning of Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell the shares of Bercman or invitation to subscribe to the shares of Bercman. Before deciding to invest we ask the investors to acquaint themselves with the Bercman company description and if needed consult with an expert. Decision to acquire the shares of Bercman should be based only on the information presented in the company description of Bercman.
The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or circumstance where the publication, sharing or transmission would be unlawful or to any persons to whom the competent authorities have applied financial sanctions. Bercman shares will be publicly offered only in the Republic of Estonia and the sale or offer of the shares shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law or to any persons to whom the competent authorities have applied financial sanctions.
Shares are offered solely based on the company description and the offer is intended only for the persons to whom the company description is directed at. The present notice is not reviewed or confirmed by any supervisory authority, and it does not constitute a prospectus.