9.6.2021 11:30:47 CEST | SPENN Technology A/S |
Company Announcement

On 8 June 2021 at 16:10, Nasdaq suspended trading with the shares in SPENN Technology A/S in relation to the ongoing change of identity of the company. Nasdaq has assessed that the contemplated transaction between SPENN Technology A/S and Blockbonds AS and information about the business activities and the organization in the future SPENN Technology A/S must be further described and disclosed to the market.

“We are very pleased with this decision, which assures equal treatment of all current and future shareholders of SPENN Technology A/S,” says Jens Glasø, CEO of SPENN Technology A/S.

In continuation of Nasdaq’s decision and company announcements 46/2021, 48/2021 and 53/2021 concerning the planned share swap between SPENN Technology A/S and shareholders in Blockbonds AS, the share swap is now planned for execution by end June 2021 and no later than 30 June 2021. 

The Company’s share capital is as previously announced planned increased by a contribution in kind of shares in the Norwegian company Blockbonds AS, whereas each contributed share in Blockbonds AS equals right to subscription of 99 new shares of each DKK 0.10 in SPENN Technology A/S.

The share capital is expected to be increased by nominally DKK 238,081,981.5 from nominally DKK 1,006,103.4 to nominally DKK 239,088,084.9 after contribution of 24.048.685 shares in Blockbonds AS. If the transaction is completed as expected SPENN Technology A/S will own an estimated 99 per cent of Blockbonds AS.

The new shares are expected to be issued in a temporary ISIN code. Shares in the temporary ISIN is expected to be merged with the permanent ISIN code, and will be tradable pending – and conditioned by – Nasdaq’s approval of the Company’s change of identity, which is currently in process. 

The approval process is described in the Nasdaq First North Rulebook as a standard procedure for any reverse take-over, which is the nature of the transaction between SPENN Technology A/S (buyer) and Blockbonds AS (seller). The Company expects the approval process to be finalized during Q3 2021.

“In light of the ongoing approval process, where SPENN Technology A/S and Blockbonds AS are in the process of a reverse take-over, which is subject to Nasdaq’s approval, Nasdaq has decided to suspend the SPENN Technology A/S share from trading. This may install uncertainty in some shareholders. However, we think it is a decision which will contribute to a good and controlled approval process,” says Jens Glasø, CEO of SPENN Technology A/S.

“Lately, we have communicated closely with Nasdaq to find ways to assure that all shareholders are simultaneously informed of any issues relevant for the valuation of SPENN Technology A/S. Given that the final transaction between SPENN Technology A/S and Blockbonds AS has yet to be finalized, we have been barred from sharing news from Blockbonds AS with shareholders of SPENN Technology A/S. We appreciate that this is technically the right way to handle the situation. However, given that the future development and valuation of SPENN Technology is highly sensitive to activities in Blockbonds AS, we have initiated a discussion regarding this issue, well supported by our Certified Advisor. Nasdaq reached a conclusion that eliminates any potential uneven distribution of relevant information. We are very pleased with this decision, which assures equal treatment of all current and future shareholders of SPENN Technology A/S,” says Glasø.

SPENN Technology A/S is in the process of submitting its Company Description, the formal document that Nasdaq will review and comment on.

“We expect the approval process to be finalized in the third quarter of 2021, and we are confident that we are, and will be, compliant with all rules and regulations set by Nasdaq,” says Glasø.

About SPENN Technology A/S

In a world where 1.7 billion people are still unbanked, SPENN Technology has democratized access to financial markets by bridging the crypto sphere with traditional finance. By utilizing blockchain technology Blockbonds has created a robust real-time payment system in which everyone can manage their savings, payments, investments and loans in an honest, transparent and secure way through the SPENN App platform. Although SPENN Technology A/S is a purpose-driven company with our vision to empower people, we are also a commercial player that always strives to develop new services for our customers.

The SPENN app is an innovative and unique digital banking platform for the unbanked as well as the banked to be able to send and receive money completely cost-free, in markets where the cost of financial services is the highest in the world. SPENN is disrupting the existing mobile payment distribution channels. SPENN has recently launched new integrated services in the platform and expects to launch more crypto services going forward.

SPENN is a technology provider to banks and governments based on a Software as a Service (SaaS) solution and has grown to become a key partner for their bank partners to drive deposits and to stay in front of innovation. SPENN is helping governments regulate the unregulated utilizing new technology and visionary ideas which have ultimately solved the biggest issue within financial inclusion.

Following the purchase of Norwegian fintech company Blockbonds AS, SPENN Technology A/S is in what is referred to as a change of identity process. As such, we are required by Nasdaq to note that failure to conclude such process could mean that the company’s share could be de-listed.