MapsPeople A/S - Grant of warrants and adjustments to terms of existing retention program
Company Announcement No. 02-2024
Aalborg, February 28, 2024
Grant of warrants
In order to implement a retention and incentive program, the board of directors of MapsPeople today exercised part of its authorization in section 4.16 of MapsPeople’s articles of association to issue a total of 550,000 warrants. The warrants were issued to Christian Læsø and one key employee.
The exercise price is fixed at DKK 1.19 per share corresponding to the subscription price at the latest private placement in December 2023 as informed in Company Announcement No. 33-2023
250,000 of the warrants will vest over 48 months, with a one year cliff starting November 1, 2023. Hereafter the warrants will vest over 36 months with 1/36 per months.
These warrants can be exercised in exercise windows of 14 days starting the day after the publication of the MapsPeople's annual report, half-year report or quarterly report. Warrants that have not been exercised November 1, 2029 at the latest, will lapse automatically.
300,000 of the warrants will vest over 48 months, with a one year cliff starting January 1, 2024. Hereafter the warrants will vest over 36 months with 1/36 per months.
These warrants can be exercised in exercise windows of 14 days starting the day after the publication of the MapsPeople's annual report, half-year report or quarterly report. Warrants that have not been exercised January 1, 2030 at the latest, will lapse automatically.
All of the warrants include conditions on accelerated vesting in case of liquidation, dissolvement in connection with a merger, or delisting. The specific terms of the warrants can be found in MapsPeople’s articles of association available on: https://www.mapspeople.com/investors.
The theoretical market value of the warrants granted is DKK 1.23 per warrant (calculated using the Black Scholes Model). The key assumptions for the calculation are a share price of DKK 1.59, an exercise price of DKK 1.19, volatility of 95%, and a risk-free interest rate of 2.03%.
Adjustments to existing retention and incentive program
Furthermore, the board of directors of MapsPeople have decided to amend the warrant terms of the warrants issued on 4 March, 2022 pursuant to section 4.3 of the articles of association (governed by the terms in appendix 4.10 in the company's articles of association), in order to strengthen retention with a key employee.
The board of directors have decided to amend the exercise price of the 535,790 issued warrants from DKK 6,20 per share to DKK 1,50 per share. The amendment has been executed as an addendum with the relevant warrantholder who has acceded to the changes, and the articles of association, including appendices, have been updated accordingly. All other warrant terms under appendix 4.10 will remain unchanged.
For additional information, please contact
MapsPeople A/S
Morten Brøgger, CEO
Mobile (+45) 31 23 48 72
Email mobr@mapspeople.com
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Stockholmsgade 45
2100 Copenhagen Ø
Denmark
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by MapsPeople in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, company description or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in MapsPeople except as described in this company announcement.
Neither the existing shares of MapsPeople (the "Existing Shares") nor the New Shares have been, or will be, registered under the United States Securities Act of 1933, as amended ("Securities Act"). Neither the Existing Shares nor the New Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Private Placement is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication of a prospectus, registration or other measures.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. MapsPeople has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.