NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The board of directors of
Summary
- The board of directors of
Sileon today announces its intention to resolve on the Rights Issue of approximatelySEK 57 million . -
An extraordinary general meeting where the board of directors is proposed to be authorized to resolve on the Rights Issue will be held on
June 19, 2024 . The notice to the extraordinary general meeting will be published through a separate press release. - The net proceeds from the Rights Issue are primarily intended to be used to repay the Company's convertible loan, which the Company and the convertible holder have agreed will be repaid early, as well as commercialization activities.
- Each existing share held in the Company on the record date entitles to one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for nine (9) new shares.
-
The subscription price for one share is
SEK 0.50 . -
The Rights Issue is expected to be resolved by the board of directors during the summer of 2024, provided that the
Financial Supervisory Authority has approved the ownership suitability assessment of Rieber & Søn AS. - The Rights Issue is secured to 90.8 percent of the issue amount through subscription commitments and guarantee commitments.
Background and motive
As a result of more consumers, especially the younger generations, preferring alternative payment methods, card issuers are losing market share to BNPL providers such as
The product Card-linked BNPL was launched in the spring of 2023 and the Company had the ambition to contract customers before the product was in production, which turned out to be difficult and has led to a delay in customer acquisition compared to the strategic plan. The sales process for smaller customers has been shown to be 3-6 months and for larger customers 6-18 months. During 2023, the Company contracted smaller customers and during the first half of 2024 also medium-sized banks. Larger banks are expected to be contracted in 2024.
In case of full subscription, the Company receives net cash of approximately
· Repayment of convertible loan, approximately
· Continued commercialization activities, approximately
"I am pleased to announce this capital raise which will enable our strategy to develop
The Rights Issue in summary
The right to subscribe for shares accrues with preferential rights to the Company's shareholders. Each existing share held in the Company on the record date entitles to one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for nine (9) new shares at a subscription price of
- Allocation without preferential rights shall primarily be made to such subscribers who have also subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allocation to these cannot take place in full, allocation shall be made in relation to the number of subscription rights used to subscribe for shares;
- Alternatively, allocation of shares subscribed without the support of subscription rights must be made to others who subscribed without the support of subscription rights, and in the event that allocation to these cannot take place in full, allocation must be made in relation to the number of shares each registered interest in signing;
- In the third and final instance, allocation of shares subscribed without the support of subscription rights must be made to those who have contractually entered into a guarantee undertaking in the capacity of issue guarantors, and in the event that allocation to these cannot take place in full, allocation must be made in relation to the amount each guaranteed for drawing. To the extent that allocation in any stage according to above cannot be done pro rata, allocation must be done by lottery.
The Rights Issue is expected to be resolved by the board of directors during the summer of 2024, provided that the
Number of shares and share capital
Provided that the Rights Issue is fully subscribed, the share capital in the Company will increase by a maximum of
Shareholders who choose not to participate in the Rights Issue will, under the condition that the Rights Issue is fully subscribed, have their ownership diluted by approximately 69 percent of the shares and of the votes, but have the opportunity to financially compensate for this dilution by selling their subscription rights.
Subscription commitments and guarantee commitments
The Rights Issue is secured to approximately 90.8 percent through subscription commitments and guarantee commitments. Subscription commitments have been entered into by the Company's chairman of the board,
Approximately 61.2 percent of the Rights Issue is secured by a top guarantee commitment from Rieber & Søn AS.
No compensation is paid for submitted subscription commitments and the top guarantee commitment. The subscription commitments and the guarantee commitment has been agreed in writing. The subscription commitments and guarantee commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Additional information about the parties that have entered into subscription commitments and guarantee commitments will be found in the prospectus that will be prepared in connection with the Rights Issue.
Exemption from mandatory bid obligation
In connection with the Rights Issue, Rieber & Søn AS, which owns shares in the Company corresponding to approximately 17.7 percent of the total number of shares and votes in the Company, has entered into a subscription and guarantee commitment with the Company.
If Rieber & Søn fulfils its subscription undertaking and the entire guarantee undertaking is utilized, Rieber & Søn's shareholding after the Rights Issue will amount to a maximum of approximately 60.1 percent of the shares and votes in the Company.
Extraordinary general meeting
In addition to the
A number of existing shareholders, corresponding to approximately 32 percent of all outstanding shares eligible for voting at the extraordinary general meeting in
Prospectus
A prospectus related to the Rights Issue will be published no later than the day before the subscription period in the Rights Issue begins. Full terms and instructions will be available in
Advisors
For more information, please contact:
Email: david.larsson@sileon.com
Phone: +46 725 502 306
This is information of the type that
About
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the Company.
Copies of this announcement are not being made and may not be distributed or sent into
The securities referred to in this announcement have not been and will not be registered under the
FORWARD-LOOKING STATEMENTS
Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "deems", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company's operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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.
Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the prospectus that include a more detailed description of factors that may affect the Company's operations and the market in which the Company operates.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.
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