New share issue
The board of directors of
The subscription of shares in the New Share Issue is made against payment in cash, in-kind or through set-off as further detailed below:
- 11,139,240 shares issued to
Trottholmen AB and Strategic Investment A/S against payment in cash of in total MSEK 22. -
10,284,594 shares issued to PMG Group A/S,
SMD Group Ltd andDouble Down Media LTD against payment by way of set-off of earn-out claims amounting to in totalEUR 1,750,000 under a share purchase agreement entered into with the Company and the subscribers. -
2,159,363 shares issued to
Trottholmen AB against payment by way of set-off of a shareholder loan of approx. MSEK 4.3. -
12,658,227 shares issued to
Trottholmen AB and Strategic Investment A/S against payment in-kind consisting of Bonds amounting to in total MSEK 25.
The subscription price in the New Share Issue corresponds to the volume-weighted average price ("VWAP") of the Company's shares as quoted on Nasdaq First North Growth Market during the twenty (20) trading days preceding
The purpose of the New Share Issue is to fulfil the terms and conditions of the Written Procedure. The Company is in a strained liquidity situation and the Written Procedure and the measures covered by the procedure have been taken to improve the Company's liquidity situation and long-term financial position within a for the Company appropriate time frame. The board of directors considered a rights issue as part of the Written Procedure but concluded that such an alternative would not be able to be completed within a for the Company appropriate time frame and would not be accepted by the bondholders in the Written Procedure due to the prolonged time period required. In accordance with the Written Procedure the liquidity strengthening measures to be taken by the Company shall be concluded within six weeks from the approval by the bondholders. The Company's assessment is further that a rights issue, even if possible, would have to be fully guaranteed and that the costs for guarantors during current market conditions and the Company's financial position would entail higher costs than otherwise would be the case. The New Share Issue also partly enables the Company to fulfil its obligations to deliver shares under share purchase agreements entered into with certain subscribers. Against this background, the board of directors' overall assessment is that the reasons for carrying out the share issue with deviation from the shareholders' preferential rights in this specific case clearly and with sufficient strength outweigh the reasons that justify the general rule that new share issues shall be carried out with the shareholders' preferential rights. The New Share Issue is therefore in the interest of the Company and all shareholders. As set out in the Written Procedure, the current shareholders
Through the New Share Issue, the number of shares and votes in the Company will increase by 36,241,424, from the current number of registered shares of 136,370,764 to 172,612,188, and the Company's registered share capital will increase by
Advisers
Gernandt & Danielsson Advokatbyrå KB acts as legal adviser to the Company in connection with the New Share Issue.
Responsible parties
The information in this press release has been published through the agency of the contact person below, at the time specified by
For further information, please contact:
+356 9999 8017
Telephone: +356 2132 3750/1
E-mail: info@acroud.com
Website: www.acroud.com
Certified Adviser:
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