The Board of Directors of Wyld Networks AB resolves on a directed set-off issue of approximately SEK 1.9 million and takes out a bridge loan of SEK 5.0 million
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The Board of Directors of Wyld Networks AB ("Wyld Networks" or the "Company") has today, based on the authorization granted by the Annual General Meeting on 28 June 2024, resolved to carry out a directed issue of shares by way of set-off of approximately SEK 1.9 million (the "Directed Issue"). The subscribers in the Directed Issue are Buntel AB, Hexamo AB and Exelity AB (publ) and payment is made by way of set-off of the Company's outstanding loans. On 2 September 2024, Wyld Networks announced that the Company, subject to approval by the Extraordinary General Meeting on 2 October 2024, intends to carry out a new issue of units, consisting of shares and warrants of series TO6, with preferential rights for existing shareholders of approximately SEK 74.2 million (the "Rights Issue"). In the Rights Issue, Buntel AB and Exelity AB (publ) have entered into middle underwriting commitments. As a result of the Directed Issue, the middle underwriting commitments from Buntel AB and Exelity AB (publ) are adjusted downwards by the corresponding amount set-off. The Company has also taken out a bridge loan of SEK 5.0 million from Olsen Fond & Försäkring.
According to the loan agreement entered into on August 29, 2023, Buntel AB, Hexamo AB and Exelity AB (publ) (together the "Lenders") have outstanding receivables towards the Company totaling SEK 18.3 million. The Board of Directors of Wyld Networks has today decided to carry out a directed set-off issue of shares to the Lenders of approximately SEK 1.9 million. Following the Directed Issue, the Lenders and related parties to the Lenders have outstanding receivables towards the Company totaling approximately SEK 16.4 million.
On September 2, 2024, Wyld Network's Board of Directors resolved, subject to the Extraordinary General Meeting on October 2, 2024, to carry out a new issue of units consisting of shares and warrants of series TO6 with preferential rights for existing shareholders of approximately SEK 74.2 million. The Rights Issue is comprised to approximately 57.7 percent of subscription commitments, bottom underwriting commitments and middle underwriting commitments. The Lenders entered into middle underwriting commitments in the Rights Issue corresponding to the outstanding receivables. As a result of the Directed Issue, the Lenders have reduced their respective middle underwriting commitments in the Rights Issue by the corresponding amount set-off in the Directed Issue. The proportion of the Rights Issue that is covered by subscription commitments and underwriting commitments has therefore been adjusted downwards to approximately 55.2 percent.
Background and deviation from shareholders' preferential rights
Prior to the Directed Issue, the Company's board of directors has made an overall assessment and carefully considered other alternatives to the Directed Issue. Taking the following into account, the Board of Directors has made the assessment that a directed share issue with deviation from the shareholders' preferential rights is the most advantageous for the Company and its shareholders. The Directed Issue means that the costs for the Rights Issue will be reduced since less underwriting compensation will be paid out as a result of the size of the underwriting commitments being reduced. The set-off also means that the Company's debt is reduced without affecting the Company's existing working capital, which is beneficial to the Company's financial position. The Board of Directors assesses that the above reasons justify the deviation from the main rule that new share issues shall be carried out with existing shareholders' preferential rights.
The subscription price per share in the Directed Issue corresponds to the subscription price in the Rights Issue. However, shareholders in the Company are offered the opportunity to subscribe for units on more favorable terms in the Rights Issue as warrants of series TO6 are offered free of charge for participants at the same subscription price. The subscription price in the Directed Issue has been determined through arm's length negotiations with the Lenders, in consultation with financial advisors and through analysis of a number of market factors such as the Company's financing needs, opportunity cost for other financing and assessed market interest for an investment in the Company. It is the Board's assessment, based on the above factors, that the subscription price reflects current market conditions and current demand. Against this background, the Board of Directors assesses that the subscription price is in line with market conditions.
Number of shares and share capital
The Directed Issue consists of 21,166,666 shares. The subscription price per share in the Directed Issue is SEK 0.09, corresponding to the subscription price in the Rights Issue. All shares in the Directed Issue have been subscribed for and allotted.
As a result of the Directed Issue the number of shares will increase by 21,166,666, from 20,621,183 to 41,787,849, and the Company's share capital will increase by SEK 1,766,153.078615, from SEK 1,720,637.774291 to SEK 3,486,790.852906, entailing a dilution of 50.7 percent (based on the Company's registered number of shares and share capital). Provided that the Rights Issue is fully subscribed, the Directed Issue entails a dilution of 2.4 percent.
The shares issued through the Directed Issue are intended to be admitted to trading on Nasdaq First North Growth Market.
The newly issued shares in the Directed Issue are expected to be registered with the Swedish Companies Registration Office at the same time as the shares in the Rights Issue. Therefore, the shares that are subscribed for and issued in the Directed Issue do not entitle to participation in the Rights Issue.
Bridge loan financing
As communicated via a press release on September 2, 2024, the Company has intended to take out a bridge loan of SEK 5 million in connection with the Rights Issue. The Company has now successfully taken out a bridge loan of SEK 5 million from Olsen Fond & Försäkring. The bridge loan has a set-up fee of 5.0 percent and carries a monthly interest rate of 1.5 percent. The bridge loan is intended to be repaid through funds from the Rights Issue.
Advisors
Mangold Fondkommission AB is financial advisor and Advokatfirman Schjødt is legal advisor to the Company in connection with the Directed Issue.
For further information about Wyld Networks, please contact:
Alastair Williamson, CEO Wyld Networks
E-mail: [email protected]
Tel: +44 7 824 997 689
This information constitutes information that Wyld Networks is obligated to disclose under the EU Market Abuse Regulation. The information was provided, through the agency of the above-mentioned contact person, for public release on September 19, 2024, at 08:30 CEST.
About Wyld Networks
Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people.
Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB.
The Wyld Networks share (WYLD) is traded on the Nasdaq First North Growth Market.
Certified Adviser to Wyld Networks is Mangold Fondkommission AB.
Read more on: www.wyldnetworks.com
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