NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
The board of directors of
The board of directors of
The rapid turnover growth in
The board of directors has considered the possibility to raise the required funds through a rights issue instead of through the Directed New Share Issue. The board of directors has concluded that a rights issue would have entailed significantly longer execution time and that there is an imminent risk that the Company's strained liquidity would have a negative impact on the Company's operations before a rights issue could be completed. In light of the above and considering the Company’s rights issues during 2022 and 2023, the board of directors has made the assessment that the Directed New Share Issue with deviation from the shareholders’ preferential rights is the most favourable alternative for
The Directed New Share Issue is directed to the existing shareholders 20
The Directed New Share Issue is formally carried out by the board of directors making two separate resolutions on issuance of new shares to be approved by the general meeting, since the company's CEO indirectly is entitled to subscribe for new shares which entails particular majority requirements for the general meeting's approval.
The first issue resolution refers to the issue of a total of 34,210,530 new shares to 20
The second issue resolution refers to the issue of a total of 10,526,316 new shares to the Company’s CEO
The Directed New Share Issue entails a dilution of 15.5 per cent of the share capital and total number of shares and votes in the Company (i.e. the new shares in the Directed New Share Issue will represent 15.5 percent of the share capital and total number of shares and votes in the Company after the Directed New Share Issue). Through the Directed New Share Issue, the number of outstanding shares and votes will increase by 44,736,846, from 244,461,601 to 289,198,447. The share capital will increase by
The Directed New Share Issue has been resolved upon subject to the subsequent approval of the general meeting and the board of directors therefore intends to issue a notice of an extraordinary general meeting. The notice to the extraordinary general meeting will be announced through a separate press release.
Advisors
Setterwalls Advokatbyrå AB is legal advisor and
IMPORTANT INFORMATION
Publication, 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. 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.
This press release is not a prospectus for the purposes of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA member state, this communication is only addressed to and is only directed at “qualified investors” in that member state within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
This press release does not constitute a recommendation concerning any investor’s decision regarding the Directed New Share Issue. Each investor or potential investor should conduct his, her or its own investigation, 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.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release. 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 undertakes 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.
© Modular Finance, source