NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES BESIDES THOSE REQUIRED UNDER APPLICABLE LAW. ADDITIONAL RESTRICTIONS APPLY. SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.


VNV Global AB (publ) (“VNV Global” or the “Company”) hereby announces its intention to carry out a directed share issue to Swedish and international institutional investors (the “Directed Share Issue”). The Company has appointed Jefferies and Pareto Securities to act as Joint Global Coordinators and Joint Bookrunners in connection with the Directed Share Issue.


The subscription price and the total number of new shares in the Directed Share Issue will be determined by way of an accelerated bookbuilding procedure (the “Bookbuilding”). The Company believes that using the flexibility provided by a non pre-emptive placing is the most appropriate alternative for the Company at this time, allowing the Company to raise capital swiftly in order to enable potential investment opportunities in the short term, reduce the exposure to volatility in the market and to capture the current momentum in the share. Further, a directed share issue enables the company to raise capital in a cost-efficient manner. The Company intends to raise approximately SEK 1,050 million (USD 120 million) in gross proceeds from the Directed Share Issue. 
 

The Bookbuilding will start immediately following this announcement. Pricing and allocation of the new shares in the Directed Share Issue is expected to take place before the beginning of trading on Nasdaq Stockholm at 09:00 CET on November 19, 2021. The exact timing of closing of the Bookbuilding, pricing and allocation is at the discretion of the Company and the Joint Global Coordinators and Joint Bookrunners. The Company will announce the outcome of the Directed Share Issue after closing of the Bookbuilding in a subsequent press release.


VNV Global intends to use the net proceeds from the Directed Share Issue to take advantage of investment opportunities in the near term, deploying capital in both existing investments in need of further growth capital and into a pipeline of potential new investment opportunities. The Company intends to use between USD 40-60 million to finance additional investments to support accelerated growth and expansion across five existing portfolio companies. Another USD 35 million is expected to finance a new near-term investment opportunity in an online marketplace company. Additional capital from the Directed Share Issue will be allocated to future investment opportunities both within the existing portfolio and new investments identified by the Company over the coming months.
 

In connection with the Directed Share Issue, the Company has agreed, pursuant to a lock-up undertaking, not to issue additional shares for a period of 180 days following settlement of the Directed Share Issue, subject to customary exceptions. In addition, the members of the board of directors and management of VNV Global have agreed not to sell any shares in the Company for a period of 90 days following the settlement of the Directed Share Issue, subject to customary exceptions.


Jefferies GmbH, Jefferies International Limited and Pareto Securities AB are acting as Joint Global Coordinators and Joint Bookrunners in the transaction. Advokatfirman Vinge KB and Milbank LLP are legal advisers to the Company.

For further information please contact:

Björn von Sivers, Investor Relations: +46 8-545 015 50

This information is information that VNV Global AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2021-11-18 17:31 CET.

About Us

VNV Global is an investment company with the business concept of using experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation. The company has a special focus on online marketplaces and businesses with strong network effects. The common shares of VNV Global are listed on Nasdaq Stockholm, Mid Cap segment, with the ticker VNV. For more information on VNV Global, visit www.vnv.global.

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. 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, neither from VNV Global nor from anyone else.


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  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 Jefferies and Pareto Securities. The information contained in this announcement is for background purposes only and does not purport to be complete. Thus, an investor should not place undue reliance on the information contained in this announcement or its accuracy or completeness. Jefferies and Pareto Securities are acting for the Company in connection with the transaction and no one else. Jefferies and Pareto Securities will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for giving advice in relation to the transaction or any other matter referred to herein.


This announcement does not constitute a recommendation concerning any investor’s decision with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and in all publicly available information. The price and value of the securities can go down as well as up. Past performance is not a guide to future performance.


This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from (or transaction not subject to) registration under the US Securities Act of 1933, as amended (the “Securities Act”) and applicable state laws or to any person who is not a qualified purchaser (as defined in the U.S. Investment Company Act of 1940 (“Investment Company Act”)). Securities referred to herein may not be sold under circumstances which require VNV Global to register under the Investment Company Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Further, VNV Global has not been and will not be registered under the Investment Company Act. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, South Africa, the United States or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.


This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.  VNV Global has not authorized 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 or will be prepared in connection with the Directed  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.


In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to: (i) persons having professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) within Article 43 of the Order or high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to Section 21(1) of the U.K. Financial Services and Markets Act 2000 or otherwise in circumstances where it does not apply (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it. This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).


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, development, 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 the fact that they contain 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 or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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.


Information to distributors


European Economic Area

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 VNV Global have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EEA Target Market Assessment”). Notwithstanding the EEA Target Market Assessment, Distributors should note that: the price of the shares in  VNV Global may decline and investors could lose all or part of their investment; the shares in VNV Global offer no guaranteed income and no capital protection; and an investment in the shares in  VNV Global is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EEA Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue.


For the avoidance of doubt, the EEA Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in VNV Global.


Each distributor is responsible for undertaking its own target market assessment in respect of the shares in VNV Global and determining appropriate distribution channels.


United Kingdom

Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (i.e., the UK MiFIR); and (b) the FCA Handbook Product Intervention and Product Governance sourcebook (together, the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the shares in VNV Global have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail clients as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, professional clients as defined in UK MiFIR, and eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFIR (the “UK Target Market Assessment”). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the shares in VNV Global may decline and investors could lose all or part of their investment; the shares in VNV Global offer no guaranteed income and no capital protection; and an investment in the shares in VNV Global is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue.


For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in VNV Global.


Each distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the shares in VNV Global and determining appropriate distribution channels.

Attachments

VNV Global AB (publ) intends to carry out a directed share issue

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