NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
A large number of Swedish and international institutional investors, including Länsförsäkringar Fonder and
In accordance with the Company's press release earlier today, the Company intends to use the net proceeds from the Directed New Share Issue to create financial preparedness to be able to act on acquisition opportunities in accordance with the Company's communicated growth strategy, as well as for general corporate purposes.
The Board of Directors has carefully considered the possibility to raise capital through a rights issue and has made the assessment that it currently, for several reasons, is more advantageous for the Company and the shareholders to raise capital through a directed share issue. A rights issue would take significantly longer time to execute, which could impair the Company's financial flexibility and ability to act on potential value-adding acquisition opportunities, especially in the current volatile market environment. The Company further assesses that a rights issue under current market conditions would entail higher costs related to potential issue guarantees. Lastly, the Company wishes to expand and strengthen its base of institutional and professional shareholders in order to, inter alia, improve the liquidity of the Company's share.
In the current volatile market environment - which may entail that the conditions for capital raises can change rapidly - the Company deems it prudent to act on the prevailing opportunity to raise further capital from reputable institutional and professional investors. In view of this, it is the overall assessment of the Board of Directors that the reasons to carry out the Directed New Share Issue with deviation from the shareholders' preferential rights clearly and with sufficient strength outweigh the reasons that justifiy the main rule that share issues shall be carried out with application of the shareholders' preferential rights. It therefore lies in the Company's and its shareholders' interests to carry out the Directed New Share Issue with deviation from the main rule of shareholders' preferential rights.
Through the Directed New Share Issue, the number of outstanding shares will increase by 10,650,000 shares, from 188,184,197 shares to 198,834,197 shares. The share capital will increase by
In connection with the Directed New Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 6 months after the announcement of the outcome of the Directed New Share Issue. Shareholding board members and shareholding senior executives have undertaken, subject to customary exceptions, not to sell any shares in
Advisers
For additional information, please contact:
M: +46 765 259 071
E: rikard.akhtarzand@addvisegroup.se
Oliver Humlen, CFO
M: +46 709 162 697
E: oliver.humlen@addvisegroup.se
About
This information is such that
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, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
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 new shares. Any investment decision in connection with the Directed New 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 Joint Bookrunners. The Joint Bookrunners is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed New Share Issue or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New 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.
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 it is required by law or Nasdaq First North Premier Growth Market's rule book 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
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
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