GomSpace announces outcome of completed rights issue
GomSpace Group AB (publ) ("GomSpace" or the "Company") hereby announces the outcome of the rights issue of new shares resolved by the board of directors on 17 March 2023, with support of the authorisation from the annual general meeting held on 22 April 2022 (the "Rights Issue"). In total, 77,939,396 new shares, corresponding to approximately SEK 101 million or approximately 83 percent of the Rights Issue, have been subscribed for with and without subscription rights of which 41,225,646 new shares have been subscribed for against payment through set-off of the convertible loan of approximately SEK 53.6 million in accordance with the subscription undertakings described in the prospectus prepared by the Company in respect of the Rights Issue. Through the Rights Issue, the Company will receive approximately SEK 101 million (before deduction of costs related to the Rights Issue) of which the Company will receive approximately SEK 47 million in cash for its operations and approximately SEK 53.6 million will be received through set-off of the convertible loan and thus not be provided to the Company in cash.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 19 April 2023. In total, 77,939,396 new shares, corresponding to approximately SEK 101 million or approximately 83 percent of the Rights Issue, have been subscribed for with and without subscription rights of which 41,225,646 new shares have been subscribed for against payment through set-off of the convertible loan of approximately SEK 53.6 million in accordance with the subscription undertakings described in the prospectus prepared by the Company in respect of the Rights Issue.
The Rights Issue comprised a maximum of 94,094,644 new shares, of which 32,225,744 new shares, corresponding to approximately SEK 41.9 million, or approximately 34.2 percent of the Rights Issue, have been subscribed for with the support of subscription rights against payment in cash. 4,488,006 new shares, corresponding to approximately SEK 5.8 million, or approximately 4.8 percent of the Rights Issue, have been subscribed for without the support of subscription rights against payment in cash. Additionally, 41,225,646 new shares, corresponding to approximately SEK 53.6 million, or approximately 43.8 percent of the Rights Issue, have been subscribed for with and without the support of subscription rights against payment through set-off of the convertible loan of approximately SEK 53.6 million in accordance with the subscription undertakings described in the prospectus prepared by the Company in respect of the Rights Issue.
Through the Rights Issue, the Company will receive approximately SEK 101 million (before deduction of costs related to the Rights Issue amounting to approximately SEK 3.5 million) of which the Company will receive approximately SEK 47 million in cash for its operations and approximately SEK 53.6 million will be received through set-off of the convertible loan and thus not be provided to the Company in cash.
Chairman Jukka Pertola comments: “GomSpace thanks the shareholders who have shown their support to the Company by subscribing for new shares despite the current market conditions. The outcome of the Rights Issue is within the targeted range of SEK 100-125 million, as earlier communicated, and we welcome new and existing shareholders on our continued journey ahead.” Comments Jukka Pertola (chairman of the board of directors).
Notice of allotment
Allotment of new shares has been made in accordance with the allocation principles described in the prospectus prepared by the Company in respect of the Rights Issue and made public on 24 March 2023, available on the Company's website (www.gomspace.com) and in the Swedish Financial Supervisory Authority's prospectus register (www.fi.se) (the "Prospectus"). Notification of allotment of shares subscribed for without subscription rights is made through distribution of a contract note to the respective subscriber. Allotted shares subscribed for without subscription rights shall be paid in accordance with the instructions in the contract note. Shareholders with holdings through a custodian bank will be notified of allotment in accordance with the custodian bank’s routines.
Trading in BTA
Trading in BTA (paid-up subscribed shares) is currently conducted on Nasdaq First North Premier Growth Market and will cease after the Rights Issue has been registered with the Swedish Companies Registration Office. BTA will subsequently be converted into ordinary shares. Registration of the Rights Issue is expected to take place around week 18, 2023.
Shares and share capital
The Company's registered share capital amounts to SEK 4,391,083.41 divided into 62,729,763 shares. The Rights Issue entails that the Company's share capital will increase by SEK 5,455,757.72 through the issuance of 77,939,396 new shares corresponding to approximately 124.2 percent of the share capital and the number of issued shares and votes in the Company prior to the Rights Issue, entailing a dilution of approximately 55.4 percent based on the same share capital and the same number of shares and votes. Following registration of the Rights Issue with the Swedish Companies Registration Office, the registered share capital will amount to SEK 9,846,841.13 divided into 140,669,159 shares.
Advisors
Setterwalls Advokatbyrå AB acts as legal adviser to GomSpace in respect of the Rights Issue. Nordic Issuing AB acts as issuing agent in respect of the Rights Issue.
For more information, please contact:
Troels Dalsgaard (CFO)
Tel: +45 31 50 11 82
Email: [email protected]
About GomSpace Group AB
The Company’s business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The Company is listed on the Nasdaq First North Premier Growth Market exchange under the ticker GOMX. FNCA Sweden AB, [email protected] is the Company’s Certified Adviser. For more information, please visit our website on www.gomspace.com.
Miscellaneous
The information was submitted for publication, through the agency of the contact person set out above, at 2.30 p.m. CEST on April 21, 2023.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in the Company. No action has been taken and no measures will be taken to permit a public offering in any jurisdictions other than Sweden.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in shares or other securities in the Company. A prospectus (the “Prospectus”) has been prepared in connection with the rights issue and has on 24 March 2023 been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden under the Prospectus Regulation. The approval by the Swedish Financial Supervisory Authority of the Prospectus should not be understood as an endorsement of the securities that are the subject of the Prospectus. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the rights issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the European union (“EU”), such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (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 on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about the Company’s future results, financial condition, liquidity, development, 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 not required by law or Nasdaq First North Growth Market’s Rulebook for Issuers of Shares.
