NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO
The Issue
The Board of
The subscription price represents a discount of approximately 2.7% against the closing price of the Company's B-shares on the Nasdaq First North Growth Market on
The issue will increase the number of shares in
Purpose and Use of Proceeds
Through the Issue, the Company broadens and strengthens its shareholder base with more well-reputed, financially strong, and long-term investors who may support the Company's continued growth. Additionally, the Company's balance sheet is strengthened through the Issue, providing opportunities for the Company to execute potential acquisitions. The proceeds will also enable the Company to repay parts of existing interest-bearing loans, thereby minimising external interest costs.
Reasons for Deviating from Shareholders' Preferential Rights
The Board has considered the possibility of raising the necessary capital through a rights issue and has concluded that there are several reasons why it is currently more advantageous for the Company and its shareholders to raise capital through a directed new share issue compared to a rights issue. A rights issue would take significantly longer to complete and pose a higher risk of a negative impact on the share price, especially in light of the current volatile and challenging market conditions. Conducting a directed new share issue can be done at a lower issuance cost and with less complexity than a rights issue. Furthermore, the Board believes that a directed new share issue provides an opportunity to further diversify and strengthen the Company's shareholder base with institutional investors to increase liquidity in the Company's shares. The Board's assessment, given the current market environment, is therefore that an issue deviating from the shareholders' preferential rights, with the flexibility it entails, is the most appropriate option as it allows the Company to raise capital in a time- and cost-effective manner and on favorable terms for the Company's continued development and intended acquisition strategy.
Comment from the CEO
“We are very pleased with the outcome of the transaction and the positive interest shown inVertiseit . It is particularly gratifying that both existing owners and new strategically important partners want to join us on our continued journey. The capital injection moves the company towards a net cash position and ensures that we stand well-prepared for future acquisitions,” commentsJohan Lind , CEO,Vertiseit
Comment from
“Vertiseit represents a compelling investment forBonnier Capital , aligning perfectly with our interest in the future of commerce, by enabling a seamless customer journey that effectively integrates digital and physical interactions,” commentsVictor Bodin , Investment Director,Bonnier Capital
Shareholder Transactions
In connection with the Issue, major shareholders
Additionally, several employees of the Company, other than the major shareholders named above, have sold a total of 470,168 B-shares, which were acquired through the exercise of warrants received under the incentive program TO 3A, to the institutional investors in connection with the Issue.
Transaction in Total
The entire transaction amounts to approximately 119 MSEK, of which the Company receives approximately 86.6 MSEK before transaction costs. The components consist of: 1) directed new share issue of 71.8 MSEK, providing the Company with approximately 71.6 MSEK before transaction costs; 2) sale of existing shares amounting to approximately 25.9 MSEK; and 3) sale of shares acquired through the exercise of warrants under the incentive program TO 3A amounting to approximately 21.3 MSEK, providing the Company with approximately 14.8 MSEK before transaction costs. The outcome of the warrant program TO 3A was announced on
Advisors
Important Information
The publication, announcement, or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and comply with such restrictions. Recipients of this press release are responsible for using this press release and the information herein in accordance with applicable legislation in each jurisdiction. This press release does not constitute an offer, or invitation to acquire or subscribe for any securities in the Company in any jurisdiction, neither from the Company, Redeye, nor anyone else.
This press release does not identify or purport to identify risks (direct or indirect) that may be attributed to an investment in the new shares. Any investment decision in connection with the Issue must be made based on all publicly available information regarding the Company and the Company's shares. Such information has not been independently verified by Redeye. The information in this press release is only provided as background material and does not claim to be complete. An investor should not rely solely on the information in this press release or its accuracy or completeness. Redeye is acting for the Company in connection with the transaction and not for anyone else. Redeye is not responsible to anyone other than the Company for providing the protections afforded to their clients or for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Issue. Each investor or potential investor should conduct their own investigation, analysis, and evaluation of the business and the information described in this press release and all publicly available information. The price and value of securities can decrease as well as increase. Achieved results do not constitute guidance for future results.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
This press release does not constitute a prospectus within the meaning of 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 offer to the public of shares or rights in any member state (“Member State”) of the European Economic Area (“EEA”) and no prospectus has been prepared or will be prepared in connection with the Issue. In each EEA Member State, this announcement is directed only at “qualified investors” in that Member State as defined in the Prospectus Regulation.
In the
Forward-looking Statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or current expectations about and goals for the Company's future operations, financial situation, development, liquidity, results, prospects, expected growth, strategies, and opportunities, as well as markets in which the Company operates. Forward-looking statements are statements that are not historical facts and that can be identified by terms such as “believe,” “expect,” “anticipate,” “intend,” “may,” “plan,” “estimate,” “should,” “could,” “aim,” or “might” or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which are in turn based on further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any assurances that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, unexpected events, and other important factors could cause actual events to differ materially from the expectations expressed or implied herein 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 accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not unduly rely on the forward-looking statements in this press release. The information, opinions, and forward-looking statements included in this press release are provided only as of the date of this press release and may be subject to change without notice. Neither the Company nor anyone else undertakes any obligation to review, update, confirm, or announce 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.
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