SpectrumOne resolves on a 93 percent guaranteed Rights Issue of SEK 169 million
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELASE WOULD BE ILLEGAL OR REQUIRE FURTHER REGISTRATION OR OTHER MEASURES. THIS PRESS RELASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF SPECTRUMONE AB (PUBL). PLEASE REFER TO THE SECTION “IMPORTANT INFORMATION” BELOW.
The Board of Directors of SpectrumOne AB (publ) (“SpectrumOne” or the “Company”) has, by virtue of an authorization from the extraordinary general meeting held on 4 November 2020, resolved to carry out a new issue of shares and warrants, as so-called “Units”, with preferential rights for the Company’s shareholders (the “Rights Issue”). The Rights Issue will raise gross proceeds of up to approximately SEK 169 million. The subscription price in the Rights Issue is SEK 2.50 per Unit, consisting of one (1) new share and one (1) warrant of series TO4. The Rights Issue is secured through a combination of subscription undertakings and guarantee commitments amounting to in aggregate approximately SEK 157 million, corresponding to approximately 93 percent of the Rights Issue.
The Rights Issue in brief
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The Rights Issue will raise proceeds of up to approximately SEK 169 million before transaction costs. The Company has obtained a combination of subscription undertakings and guarantee commitments amounting to in aggregate approximately SEK 157 million, corresponding to approximately 93 percent of the Rights Issue, including undertakings from chairman Fredric Forsman and CEO Hosni Teque-Omeirat to subscribe for their respective pro rata portion of the Rights Issue corresponding to in aggregate approximately SEK 6 million.
- Persons who are registered as shareholders in the Company on the record date, 26 March 2021, have preferential rights to subscribe for Units in the Rights Issue whereby one (1) existing share entitles the shareholder to receive one (1) Unit Right, and four (4) Unit Rights entitle to subscription of one (1) Unit at a subscription price of SEK 2.50 per Unit.
- The subscription period takes place from and including 31 March 2021 up to and including 14 April 2021. Unit Rights will be traded on Nasdaq First North Growth Market from and including 31 March 2021 up to and including 9 April 2021.
- Each Unit consists of one (1) new share and one (1) warrant of series TO4. The Rights Issue entails an issuance of in aggregate up to 67 772 242 Units, consisting of in aggregate up to 67 772 242 new shares and in aggregate up to 67 772 242 warrants of series TO4.
- Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 6.00 per share during the period 16 – 30 May 2022. Assuming full utilization of the warrants of series TO4, the Company would receive up to an additional approximately SEK 406 million, before transaction costs, in connection with the utilization of the warrants in May 2022.
- The prospectus (in Swedish only) for the Rights Issue is expected to be published on or around 29 March 2021.
- The proceeds from the Rights Issue will be used to repay the promissory notes (approximately SEK 107 million) and bridge loans (approximately SEK 55 million) which pertain to the financing of the Company’s acquisition of 28 percent of the shares in Eniro AB (publ) (the “Eniro-shares”).
Background and reasons in summary
On 11 January 2021, SpectrumOne announced the closing of the acquisition of the Eniro-shares. The acquisition was mainly financed through promissory notes amounting to approximately SEK 107 million issued by the Company to the sellers of the Eniro-shares and through bridge loans amounting to in aggregate SEK 55 million from Formue Nord Markedsneutral A/S and Trention AB. The net proceeds from the Rights Issue will be used for the repayment of the promissory notes and the bridge loans.
Terms of the Rights Issue
The Rights Issue will raise proceeds of up to SEK 169 430 605 before transaction costs. The Company has obtained a combination of subscription undertakings and guarantee commitments amounting to in aggregate approximately SEK 157 million, corresponding to approximately 93 percent of the Rights Issue, including undertakings from chairman Fredric Forsman and CEO Hosni Teque-Omeirat to subscribe for their respective pro rata portion of the Rights Issue corresponding to in aggregate approximately SEK 6 million.
Persons who are registered as shareholders in the Company on the record date, 26 March 2021, have preferential rights to subscribe for Units in the Rights Issue whereby one (1) existing share entitles the shareholder to receive one (1) Unit Right, and four (4) Unit Rights entitle to subscription of one (1) Unit at a subscription price of SEK 2.50 per Unit. Units not subscribed for by virtue of Units Rights may be subscribed by eligible shareholders and other investors without preferential rights.
In the event that not all Units are subscribed for by virtue of Unit rights, the Company may allot Units subscribed for without preferential rights, whereby allotment shall be made first to those who have also subscribed for Units by virtue Unit Rights (irrespective of whether the subscriber was a shareholder on the record date or not) and, in the event of oversubscription, allotment shall be made pro rata in relation to the number of Unit Rights exercised for subscription of Units; secondly to those who have applied only for subscription without preferential rights (i.e. without Unit Rights) and, in the event of oversubscription, allotment shall be made pro rata in relation to the number of Units for which such subscribers have subscribed interest; and thirdly to those who have undertaken towards the Company to guarantee the Rights Issue in accordance with the guarantee commitments entered into.
Each Unit consists of one (1) new share and one (1) warrant of series TO4. The Rights Issue entails an issuance of in aggregate up to 67 772 242 Units, thus consisting of in aggregate up to 67 772 242 new shares and in aggregate up to 67 772 242 warrants of series TO4.
Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 6.00 per share during the period 16 – 30 May 2022. Assuming full utilization of the warrants of series TO4, the Company would receive subscription proceeds of up to approximately SEK 406 million, before transaction costs, in connection with the exercise period for the warrants in May 2022. There is no guarantee or prediction if and to what extent (if any) the warrants of series TO4 will be exercised in May 2022 or not, and accordingly there is no guarantee or prediction if and to what extent (if any) the Company will receive any subscription proceeds therefrom. The Company will apply for admission to trading of the warrants of series TO 4 on First North. The Company will announce the estimated first day for trading of said warrants in a separate press release.
Shareholders who choose not to participate in the Rights Issue will have their shareholding diluted by up to 20 percent of the capital and votes in the Company (after the Rights Issue) as a result of the issuance of the new shares in the Rights Issue, or in aggregate by up to 33.3 percent of the capital and votes in the Company (after the Rights Issue) including also the new shares that may be subscribed upon exercise of the warrants of series TO4 in May 2022. However, such non-participating shareholders have a possibility to sell his or her Unit Rights and may thus obtain financial compensation for this dilution.
As a result of the Rights Issue the Company’s share capital will increase by a maximum of SEK 6 777 224,20 as a result of the issuance of the new shares, and may additionally increase by a maximum of SEK 6 777 224,20 in connection with utilization of the warrants of series TO4 in May 2022.
Complete terms and conditions and instructions for the Rights Issue as well as other information regarding the Company will be stated in the prospectus that will be published on the Company’s website (www.spectrumone.com) before the start of the subscription period. The prospectus will only be published in Swedish.
Preliminary timetable
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24 March 2021 |
Last trading day for the SpectrumOne share including the right to receive Unit Rights |
| 25 March 2021 | First trading day for the SpectrumOne share excluding the right to receive Unit Rights |
| 26 March 2021 | Record day for the right to receive Unit Rights |
| On or around 29 March 2021 | Publication of the prospectus |
| 31 March – 14 April 2021 | Subscription period |
| 31 March – 9 April 2021 | Trading with Unit Rights on Nasdaq First North Growth Market |
| 31 March 2021 until the Swedish Companies Registration Office has registered the Rights Issue | Trading with interim Units (Sw. BTU) on Nasdaq First North Growth Market |
| On or around 19 April 2021 | Announcement of the outcome of the Rights Issue |
Advisers
Hannes Snellman Attorneys is legal adviser to SpectrumOne in connection with the Rights Issue and Aktieinvest Fondkommission will act as an issuing agent for the Rights Issue.
For further information contact:
Fredric Forsman, Chairman of the Board
Tel: +46 73 978 78 44
E-mail: fredric@spectrumone.com
Certified Adviser:
Aktieinvest FK AB (556072-2596)
Box 7415, 103 91 Stockholm, Sweden
Tel: +46 8 506 517 03
Email: [email protected]
SpectrumOne AB (publ) is obligated to publish this information under the EU Market Abuse Regulation. The information was provided by the above contact person's auspices, for publication on 19 March 2021 at 5.30 p.m. CET.
About SpectrumOne AB
SpectrumOne is a leading technology company delivering an advanced Data Management, Analytics & Communications platform suite. Offered in a SaaS online service shipping with rich market data from various professional providers, SpectrumOne provides a unique solution to many leading actors across industry segments in various countries. Enabling clients with fast and easy access to data insight and visualization coupled with powerful search, segmentation, and mapping features. SpectrumOne allows data to be quickly enabled and operationalized, driving activities from customer communication to data science supporting business analysis, strategy, and growth. All of which can be enabled the same day with immediate results. SpectrumOne´s headquarter is based in Stockholm, Sweden, responsible for Nordic sales and strategy, with additional sales and business development located in Oslo, Norway. SpectrumOne is listed on Nasdaq First North Growth Market in Stockholm. www.spectrumone.com
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in Units Rights, interim Units, Units, shares, warrants or other securities in SpectrumOne. Any invitation to subscribe for Units in SpectrumOne will only be made through the prospectus which SpectrumOne will publish on the Company’s website (www.spectrumone.com) on or around 29 March 2021.
This press release is not a prospectus in the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth Prospectus, will be drawn up by the Company and published on the Company’s website.
This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any Units in SpectrumOne in any jurisdiction, neither from SpectrumOne nor from anyone else. This press release may not be announced, published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, The United States, or any other jurisdiction where participation in the securities issue would require further prospectuses, registration or other measures than under Swedish law. Neither may this press release be distributed in or into such countries or any other country/other jurisdiction if such distribution would involve requirements of such measures or otherwise violate applicable rules. Measures in violation of these restrictions may constitute a breach of applicable securities market laws.
No Unit Rights, interim Units, Units, shares or warrants in SpectrumOne have been, or will be, registered under the United States Securities Act of 1933 in its current wording (the “Securities Act”) or the securities laws of any state or other jurisdiction in the United States and no Unit Rights, interim Units, Units, shares or warrants may be offered, subscribed for, utilized, pledged, approved, sold, resold, delivered or otherwise transmitted, directly or indirectly, in or into the United States, except in accordance with an applicable exception from, or in a transaction not covered by, the registration requirements pursuant to the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States. There will be no public offering of such securities in the United States.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission (the “SEC”), any state securities commission or other regulatory authority in the United States. Nor have any such authority passed upon or endorsed the rights issue or the accuracy or reliability of this document. Any representation to the contrary is a criminal offence in the United States.
This press release contains certain forward-looking information that reflects SpectrumOne’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
