NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
The Rights issue in brief
- Rights issue of a maximum of 15,360,270 B shares corresponding, in the event of full subscription, to gross proceeds of approximately
SEK 138.2 million before issue costs. - Flat has an exciting pipeline of new opportunities in areas such as artificial intelligence. The motive for the Rights issue is to be able to capitalise on these opportunities. The net proceeds will be used for investments in both new and existing portfolio companies.
- For each existing B share held on the record date, one (1) subscription right is received in the Rights issue. Nine (9) subscription rights entitle the holder to subscribe for five (5) new B shares at a subscription price of
SEK 9.0 per share. - The record date for the Rights issue is on
August 10, 2023 , with the last day of trading including the right to receive subscription rights onAugust 8, 2023 , and the first day of trading excluding the right to receive subscription rights onAugust 9, 2023 . - The subscription period in the Rights issue is expected to begin on
August 14, 2023 , and end onAugust 29, 2023 . Trading in subscription rights is expected to take place on Nasdaq First North Growth Market Stockholm betweenAugust 14, 2023 , andAugust 24, 2023 .
“I am both excited and proud to welcome new investors such as Dusco and Altocumulus into Flat, for whom I have great respect. At the same time, I hope that as many as possible of the existing shareholders want to participate in the issue and our continued journey where we look forward to continuing to make new exciting investments.”
“We continue to see exciting investment opportunities and with new capital we look forward to continuing to take advantage of these. I hope that existing shareholders will continue to support us, at the same time as it is great fun to bring in new reputable shareholders for our long-term journey.”
Background and motive
Since the IPO almost two years ago, Flat has kept a fast pace and followed its strategy of investing in attractive but inaccessible global companies. These companies are an asset often reserved for an exclusive group of investors, but the strategy has given Flat’s shareholders the opportunity to invest in companies such as OpenAI, Figma, Discord, DeepL, Getir, and Quartr.
In addition to new investments, it has also been an eventful time for the portfolio companies – Flow Commerce has been acquired by publicly listed Global-e, which has subsequently been divested, resulting in an attractive return of +10x since the IPO of Flat. Figma has received a public takeover bid from the listed competitor Adobe, indicatively returning 2x on invested capital. Budbee has merged with
Flat has access to a unique global network of world-leading investors and entrepreneurs. This means a continuous and strong flow of investment opportunities in leading unlisted companies with the world's top entrepreneurs. Flat continuously evaluates new investments from this network and has an exciting pipeline of new opportunities in areas such as artificial intelligence.
The motive for the Rights issue is to be able to take advantage of the opportunities that exist in the Company's pipeline. This applies to investments in both new companies and existing holdings. Flat is pleased to offer its shareholders an opportunity to maintain their ownership in the Company and at the same time welcome new long-term and strategically important investors who have submitted subscription commitments.
Preliminary timetable
Publication of EU growth prospectus | Week 32 |
Last day of trading in the share including the right to receive subscription rights | |
First day of trading in the share excluding the right to receive subscription rights | |
Record date | |
Subscription period | |
Trading in subscription rights | |
Expected publication of preliminary outcome of the issue | |
Expected date for decision on allocation |
Subscription commitments and intentions to subscribe
Flat has received subscription commitments free of charge from the Anchor investors amounting to a total of
In addition, existing shareholders and other investors have provided subscription commitments to subscribe for shares with and without preferential rights corresponding to a total of
In total, the Rights issue is thus covered by subscription commitments and intentions to subscribe for shares amounting to
The Rights issue
The Board of Directors of Flat has, based on the authorisation from the Annual General Meeting on
The Company's main owners
Overall, this means that an existing owner, by subscribing for additional B shares in excess of their pro rata subscription, has an opportunity (but no guarantee) to maintain or increase their ownership in Flat, even in the event of an oversubscribed issue. In addition, owners of B shares who do not participate have the opportunity to financially compensate themselves for the dilution that the Rights issue entails by selling their subscription rights.
In the event that not all B shares are subscribed for by exercising subscription rights, the Board of Directors shall, within the scope of the maximum amount of the Rights issue, resolve on allotment of B shares subscribed for without subscription rights, whereby allotment shall be made in accordance with the following distribution criteria: (i) firstly, B shares shall be allotted to those who have subscribed for B shares with subscription rights (regardless of whether they were shareholders on the record date or not) and who have expressed interest in subscribing for B shares without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each of those who have expressed interest in subscribing for B shares without subscription rights have exercised for subscription of B shares and, to the extent this cannot be done, by drawing lots; (ii) secondly, B shares shall be allotted to those who have subscribed for B shares in the issue without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of B shares that the subscriber has applied for subscription and, to the extent this cannot be done, by drawing lots; and (iii) thirdly and finally, any remaining shares shall be allotted to the parties who have entered into an agreement regarding subscription commitments.
For each existing B share, one (1) subscription right is received in the Rights issue. Nine (9) subscription rights entitle the holder to subscribe for five (5) new B shares at a subscription price of
The full terms and conditions for the Rights issue will be set out in the EU growth prospectus which is planned to be published during week 32.
Reasons for deviation from the shareholders' preferential rights in case of oversubscription
In addition to the Rights issue, and provided that the Rights issue is oversubscribed, the Board of Directors is authorised to carry out an additional issue of maximum
In the event that the Company increases the issue amount, the number of B shares in Flat may increase by a maximum of an additional 8,000,000 and the share capital increase by a maximum of an additional
Advisers
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Important information
The Offer is not directed to persons resident in
The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.
This press release does not constitute an offer or invitation to acquire or subscribe for securities in
This press release has not been approved by any regulatory authority in any jurisdiction. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the EU Growth Prospectus. Accordingly, an investor is advised to read the entire EU Growth Prospectus. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares.
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as “will”, “expect”, “believe”, “estimate”, “intend”, “should”, “assume” and similar expressions. Such statements express the Company's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and projections that the Company has made to the best of its ability but which the Company does not claim will be accurate in the future. Forward-looking statements involve risks and uncertainties that are difficult to predict and generally cannot be influenced by the Company. It should be kept in mind that actual events or outcomes may differ materially from those contemplated or expressed in such forward-looking statements.
Note: This is a non-official translation of the Swedish original text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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