Directed issue and loan agreement

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EFECTE PLC – COMPANY ANNOUNCEMENT – July 6, 2022 at 4:45 p.m.

Efect Plc: Directed capital increase and loan agreement relating to the acquisition of InteliWISE SA

Directed broadcast

As communicated on June 30, 2022, Efecte settled on July 1, 2022 the offer for 90.03% of the shares of InteliWISE SA, thus becoming the main shareholder of the company.

The Board of Directors of Efecte decided on July 6, 2022 on the issue of shares directed to the CEO and the Technical Director as well as to the main shareholder of InteliWISE mentioned in the press release of May 27, 2022. Directed shares are based on the authorization granted to the Board of Directors by the Annual General Meeting of March 17, 2022.

The Company will issue a maximum total of 111,801 new shares of the Company, representing approximately 1.8% of all shares and votes of Efecte after the share issue. The net proceeds from the share issue amount to approximately 1.2 million euros. The subscription price for the shares is 11.12 euros per share, being the 30-day volume-weighted average price of Efecte before the announcement of the tender offer.

The shares are expected to be registered with the Finnish Commercial Register and public trading on the Nasdaq First North Helsinki Growth Market is expected to begin no later than August 2022.

Shares are issued to former major shareholders and key people of InteliWISE. With the issuance of shares, the Company seeks to retain said key people of the target after the acquisition and to align their interests towards a successful integration of the target and the company and the long term of the company. In addition, the directed equity issuance will be implemented as part of a transaction that supports the execution of Efecte’s strategy. Thus, from the Company’s point of view, there is a strong financial reason to derogate from the shareholders’ preferential subscription right. Shares subscribed will be subject to customary trading restrictions.

bank loan

As communicated on May 27, 2022, Efecte has explored the possibilities of raising financial loans of up to 2 MEUR to support the financing of the acquisition of InteliWISE.

Efecte entered into agreements on July 1, 2022 with a major Finnish bank for a loan of up to €2 million for the financing of the InteliWISE transaction. The financial loan is secured and will be raised in two tranches, of which the first for an amount of 1.8 million euros should be raised in July 2022 and the second for an amount of 0.2 million euros during the squeeze out of the remaining shareholders.

Approximately €0.9 million of the loan is repaid in equal quarterly installments from September 2022 to June 2026 and the remaining €1.1 million in a single installment in June 2026. Efecte can also repay the loan earlier.

Further information:

Niilo Fredrikson
CEO
+358 50 356 7177
[email protected]

Taru Makinen
CFO
+358 40 507 1085
[email protected]

Certified Advisor:
Evli Oyj, tel. +358 40 579 6210

Effect Plc

Efecte helps people digitize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, improve end-user experience and reduce costs. Use cases for our solutions range from managing IT services and ticketing to improving employee experience, business workflows and customer service. We are the European alternative to the global goliaths in our space. Our head office is located in Finland and we have regional centers in Germany and Sweden. Efecte is listed on the Finnish Nasdaq First North Growth Market.

www.efecte.com

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