Cyviz AS

Share Issue/Capital Change • Dec 11, 2020

Cyviz AS: Private Placement successfully completed

Cyviz AS: Private Placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Cyviz AS: Private Placement successfully completed

Oslo, 10 December 2020. Reference is made to the announcement from Cyviz AS ("Cyviz" or the "Company"), a leading provider of advanced digital collaboration solutions, published on 8 December 2020 regarding a contemplated private placement of new shares in the Company. The Company announces today that it has raised NOK 65 million in gross proceeds through a private placement (the "Private Placement") through the issuance of 1,884,058 new shares in the Company (the "Offer Shares"), at a price per Offer Share of NOK 34.50. The Private Placement took place through a bookbuilding process managed by Carnegie AS and DNB Markets, a part of DNB Bank ASA, as Joint Bookrunners (together the "Managers").

The Company intends to use the net proceeds from the Private Placement to further develop the technology and product portfolio, ramp-up of sales coverage and several other growth initiatives, as well as general corporate purposes.

The Private Placement is expected to fully fund the Company’s business plan consisting of multiple initiatives to drive growth and profitability, and further leverage the strong market tail-winds for digital collaboration. Building on a competent international team and a strong technology platform validated by a global blue-chip customer base, the ambition of the Company is to continue strengthening its position as a globally leading provider of advanced collaboration solutions.

Notification of allocation and payment instructions is expected to be submitted to the applicants on or about 11 December 2020 by the Managers. The Offer Shares allocated in the Private Placement will be settled through a normal delivery-versus-payment transaction on or about 18 December 2020. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

Following completion of the Private Placement and the settlement-in-kind of the Company's convertible loan and the bridge loan, and the exercise of all warrants attached to such loans (as further described below), the Company will have 11,735,597 shares outstanding, each with a par value of NOK 1.10.

The Company, members of management and shareholders represented on the board of directors, as well as certain other existing large shareholders have (subject to certain exemptions) entered into customary lock-up arrangements with the Managers related to their shares with a lock-up period of 12 months for the Company and members of the management and 6 months for shareholders represented on the board of directors and certain other large shareholders.

Cyviz has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, admit the shares of the Company on Euronext Growth Oslo (the “Admission”). The first day of trading on Euronext Growth Oslo is expected to be on or about 18 December 2020.

Completion of the Private Placement is conditional upon (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation relevant approvals and resolutions by the Board of Directors and the Company's extraordinary general meeting to be held on 15 December 2020 (the “EGM”), (ii) acceptances of the proposed settlement-in-kind of the Company's NOK 44.9 million convertible loan and NOK 38.0 million bridge loan by the lenders therein, and the EGM's approval of the share conversions, (iii) the Company having applied for Admission to trading of the Company's shares on Euronext Growth Oslo, and (iv) the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.

Cyviz in brief:

Cyviz is a global technology provider for comprehensive conference rooms, control rooms and experience centers. Since 1998, Cyviz has empowered the digital workforce to connect, visualize and collaborate on their critical data. The IT-driven turnkey solutions are easy to deploy, manage and support. Cyviz serves global enterprises and governments with the highest requirements for usability, security and quality, that engage people, encourage collaboration, and accelerate decision-making.

Advisors:

Carnegie AS and DNB Markets, a part of DNB Bank ASA, acted as Joint Bookrunners in connection with the Private Placement and are acting as Euronext Growth Advisors in connection with the Admission. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company.

For more information, please contact:

Espen Gylvik, CEO

+47 913 30 644

Important notice:

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that we will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Admission will occur.

Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.