About the Share Issue
The board of
The board’s chairman
The subscription price in the Share issue has been determined through negotiations with investors, and since these negotiations have resulted in that the subscription price shall correspond to the average price of the Company's share on Nasdaq Stockholm during the trading day
The proceeds from the Share Issue shall primarily be used to continue to strengthen the Company's commercial expansion linked to the recently issued European and American guidelines, as well as to ensure delivery of innovation projects and to finance the Company's general working capital needs as a result of the background of expected growth.
To facilitate the execution of the Share Issue, the new shares will initially be subscribed by
“I am very pleased that our investors continue to show their trust in
The board´s considerations
The board has considered alternative financing models, including the possibility of carrying out a rights issue. The board is aware of that the main rule for issues of shares where payment is made with cash should be carried out as right issues with preferential rights for existing shareholders and has taken the regulations by the Swedish stock market´s self-regulatory committee (Sw. Aktiemarknadens självregleringskommitté (“ASK”) established in
- A rights issue with preferential rights for existing shareholders would take significantly longer to carry out compared to the capital raising that has now been carried out. The process of drafting a prospectus and guarantee procurement is time- and resource consuming compared to the now carried out Share Issue, which through intensive work on the part of the board and advisers has been able to be carried out in a short time and with, according to the board, a good result.
- Considering the current financial market situation, the costs for guarantee procurement is considerable, which has now been avoided through the Share Issue. Further, the Company gets access to the proceeds significantly faster than if a rights issue, which increases the Company's liquidity and flexibility to be able to take advantage of business opportunities.
- An additional aspect that speaks in favor of the choice of a directed share issue is that the Share Issue has been possible to carry out without discount, i.e., at market price. A rights issue would most likely have had to be made at not inconsiderable discount, which would lead to larger dilution effects for the Company´s current shareholders, which has now been avoided through the Share Issue. From a shareholder perspective, a rights issue at a discount also entails a risk of a negative effect on the share price.
- Lastly, an additional reason to deviate from the shareholders’ pre-emptive rights is that it has been possible to further strengthen the shareholder base through the Share Issue by way of subscription from larger long-term owners, for example Fjärde AP-fonden, Crafoordska stiftelsen and
Handelsbanken Fonder AB .
In light of the above, the board has made the assessment that a directed share issue on current terms is a wiser alternative for all shareholders than carrying out a traditional rights issue with a discount on the current share price. Therefore, the board’s overall assessment is partly that the above-mentioned reasons for a directed share issue outweigh the reasons for a rights issue according to the main rule, and partly that a directed share issue is considered to be in the interests of both the Company and all shareholders.
The Share Issue is directed to a number of existing shareholders, which the board deems be both in the interests of the Company and its shareholders, as these owners have a long-term commitment to the Company. The fact that existing shareholders participate has also made it possible to set the subscription price at a level beneficial to all shareholders, since the Issue is carried out at market price, i.e., without any discount.
Advisers
In connection with the Share Issue, the Company has retained
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be unlawful or require additional registration or other measures.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation.
In the
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the financial advisor.
This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Nasdaq Stockholm's rulebook for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
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