Background and motive to the Rights Issue
In
With regard to the financial reorganization (debt write-down) and the conclusion of the reorganization process, and as communicated in press releases on
The motive for the Rights Issue is to contribute to the financing of the composition payment in order to conclude the reorganization process as well as to provide necessary growth capital for the continued operations of the Company's reorganized business.
CYBER1 Chairman
Terms and Conditions for the Rights Issue
• Registered shareholders in Cyber 1 on the record date have a preferential right to subscribe for Units in relation to the existing shareholding in the Company. Shareholders in the Company receive one (1) unit right for each two (2) shares held on the record date.
• Two (2) unit rights entitle to subscription of one (1) Unit in the Company. Each Unit contains one (1) newly issued share and one (1) warrant of series 2021 issued free of charge.
• The Rights Issue comprise a maximum of 174,445,113 Units and thus entails an issue of a maximum of 174,445,113 shares and a maximum of 174,445,113 warrants of series 2021.
• The subscription price is
• The subscription period for Units runs from and including
• If not all Units are subscribed for by exercise of unit rights, allotment of the remaining Units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for Units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of Units
without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of Units without exercise of unit rights, have exercised for subscription of Units; secondly, to those who have applied for subscription of Units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of Units the subscriber in total has applied for subscription of Units; and thirdly, to those who have provided guarantee commitments regarding subscription of Units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
• Through the Rights Issue, the number of shares in Cyber 1 will increase by a maximum of 174,445,113 shares, from 348,890,226 shares to 523,335,339 shares, and the share capital will increase by a maximum of
• The Rights Issue entails a dilution of approximately 33.3 percent for the shareholders
who do not participate in the Rights Issue. In the event all warrants are fully
exercised, the number of shares will increase by an additional 174,445,113 shares to 697,780,452 shares and the share capital will increase by an additional
can amount to a maximum of 50 percent.
• Trading in Paid Subscribed Units (Sw. “BTU”) is expected to take place on Nasdaq First North from
Terms and Conditions for warrants series 2021
• One (1) warrant of series 2021 entitles to subscribe for one (1) new share in
the Company, during the period from and including
• The warrants are intended to be admitted to trading on Nasdaq First North after final registration of the Rights Issue with the Swedish Companies Registration Office.
Guarantee undertaking
The Rights Issue is covered by a guarantee undertaking from an external investor corresponding to 100 percent of the issue proceeds (
Preliminary timetable
5 July –
5 July –
Annual General Meeting
The Board's resolution on the Rights Issue is subject to approval by the AGM on
Investment memorandum
Complete terms and conditions for the Rights Issue and other information about the Company
will be disclosed in an investment memorandum which will be published by the Company not later than one day before the commencement of the Units Issue subscription period. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Cyber 1. Any invitation to the persons concerned to subscribe for Units in Cyber 1 will only be made through the investment memorandum and related materials such as teasers and subscription forms.
Financial and legal advisors
legal advisor to Cyber 1 in connection with the Rights Issue.
© Modular Finance, source