Publication of information memorandum – the subscription period of DUG Foodtech’s Rights Issue of shares commences today

Today, 21 October 2024, DUG Foodtech AB (publ) ("DUG Foodtech" or the "Company") publishes an information memorandum, containing complete terms and conditions, for the rights issue of shares resolved by the Board of Directors on 11 September 2024 and approved by the Extraordinary General Meeting on 15 October 2024 (the "Rights Issue"). The subscription period runs from today, 21 October 2024, up to and including 4 November 2024. However, please note that nominees may have a final response date for subscription in the Rights Issue that occurs before 4 November 2024.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE ALSO SEE THE "IMPORTANT INFORMATION" SECTION BELOW.

21 October, 2024, Lund, Sweden

 

The information memorandum is available at DUG Foodtech's head office and on the Company's (www.dugdrinks.com), Nordicap Corporate Finance (www.nordicap.se) and Aqurat Fondkommission's (www.aqurat.se) respective websites. Application forms and other relevant information will be available throughout the subscription period on the above-mentioned websites.

 

Terms and conditions for the Rights Issue

 

• The Rights Issue entails an issue of a maximum of 82,529,770 new shares at a subscription price of SEK 0.34 per share. Shareholders receive one (1) subscription right for each share held on the record date and one (1) subscription right entitles the holder to subscribe for two (2) newly issued shares in the Rights Issue.
• The subscription period for the Rights Issue runs from today, 21 October 2024, up to and including 4 November 2024.
• Trading in subscription rights will take place on Nasdaq First North Growth Market from and including 21 October 2024 up to and including 30 October 2024.
• Trading in paid subscribed shares ("BTA") will take place on Nasdaq First North Growth Market from 21 October 2024 until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place on or about 25 November 2024.

• The Rights Issue is covered to 100 percent by the subscription undertakings and guarantee undertakings. Subscription undertakings amount to approximately SEK 5.55 million, corresponding to approximately 19.8 percent of the Rights Issue, the bottom guarantee undertaking amounts to approximately SEK 11.3 million, corresponding to approximately 40.3 percent of the Rights Issue, and the top guarantee undertaking amounts to approximately SEK 11.2 million, corresponding to approximately 40 percent of the Rights Issue. Neither the subscription undertakings nor the guarantee undertakings are secured by bank guarantees, escrow funds, pledging or similar arrangements.

• Shareholders who choose not to participate in the Rights Issue will have their ownership in the Company diluted by approximately 66.7 percent, based on the number of shares in the Company after the Rights Issue.
• Upon full subscription in the Rights Issue, DUG Foodtech will receive approximately SEK 28 million before transaction costs of approximately SEK 3.6 million, of which approximately SEK 1.7 million is attributable to underwriting compensation and before possible set-off of existing lenders' receivables towards the Company, which amount to approximately SEK 11.2 million. The company intends to use the proceeds from the Rights Issue to enable DUG Foodtech's commercial restart by securing working capital going forward and offsetting outstanding loans of the Company, which will further reduce the Company’s costs.

Preliminary timetable for the Rights Issue

21 October – 30 October 2024	Trading in subscription rights on Nasdaq First North Growth Market
21 October – 4 November 2024	Subscription period
21 October 2024 – 25 November 2024	Trading in BTA will take place on Nasdaq First North Growth Market from 21 October until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place on or about 25 November 2024.
November 6, 2024	Estimated date for announcement of the outcome of the Rights Issue

 

Advisors

Nordicap Corporate Finance AB (www.nordicap.se) is acting as financial advisor and Fredersen Advokatbyrå AB is acting as legal advisor to DUG Foodtech in connection with the Rights Issue. Aqurat Fondkommission AB (www.aqurat.se) is acting as issuing agent.

 

For further information, please contact:

DUG Foodtech AB (publ)

Helene Nielsen, CEO

Phone: +46 732 22 76 35

E-mail: [email protected]

 

About DUG Foodtech

DUG Foodtech will be the natural choice for all actors in the transition to plant-based foods. The company's business concept is to use its own patented methods, innovative solutions and knowledge to develop and sell products that the market demands. In order for the food industry to achieve its set climate goals, changes are required. The company contributes through its investment in plant-based foods with a low climate footprint, raw materials that are easy to grow and available, and have health benefits for the end consumer. The company and its well-established partners in prioritized markets and channels provide the conditions to grow in a global market, valued at USD 100 billion. The share is listed on Nasdaq First North and is traded under the name DUG. Read more at ir.vegoflund.se. Mangold Fondkommission AB is the company's Certified Adviser and can be contacted by phone: 08-5030 15 50 or e-mail: [email protected].

 

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in DUG Foodtech. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden. Any invitation to the persons concerned to subscribe for shares in DUG Foodtech will only be made through the Memorandum, which will be published by the Company on or about 18 October 2024 on the Company's website, www.ir.dugdrinks.com. The Memorandum does not constitute a prospectus within the meaning of the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offer in the Memorandum is exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2. Section 1 of Act (2019: 414) with supplementary provisions to the EU Prospectus Regulation due to the amount offered by the Company to the public during a twelve-month period being less than EUR 2.5 million. This press release is not a prospectus within the meaning of the Prospectus Regulation and thus it neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants, or other securities in DUG Foodtech. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely based on the information contained in the Memorandum. Thus, an investor is advised to read the entire Memorandum.

 

The information in this press release may not be announced, published or distributed, directly or indirectly, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation. No shares, warrants or other securities in DUG Foodtech have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly; in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction of the United States.

 

Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is being made to the public in any country other than Sweden. In other member states of the European Union ("EU"), such an offer of Securities may only be made pursuant to the exemptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made pursuant to exemptions in the Prospectus Regulation and in accordance with any relevant implementing measures. In other countries in the EEA that have not implemented the Prospectus Regulation in their national law, such an offer of Securities may only be made in accordance with the applicable exemption in their national law.

 

In the United Kingdom, this document, and any other materials relating to the securities referred to herein, are only being distributed and directed at, and any investment or investment activity relating to this document is only available to, and will only be available to, qualified investors (within the meaning of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by the European Union (Withdrawal) Act 2018) who are (i) persons who have: professional experience in investment matters falling within the definition of "investment professionals" in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) "high net worth entities" etc. referred to in Article 49(2)(a) to (d) of the Regulation; or (iii) such other persons to whom such investment or investment activity may lawfully be directed under the Regulation (all such persons together being referred to as "Relevant Persons"). An investment or investment measure to which this announcement relates is only available in the United Kingdom to relevant persons and will only be made with relevant persons. Persons who are not relevant persons shall not take any action based on this document, nor act or rely on it.

 

This press release may contain certain forward-looking statements that reflect the Company's current view of future events and financial and operational developments. Words such as "intend", "estimate", "expect", "may", "plan", "believe", "estimate" and other expressions that imply indications or predictions regarding future developments or trends, and that are not based on historical facts, constitute forward-looking statements. Forward-looking statements are by their nature subject to both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual results may differ materially from those expressed in forward-looking statements.