The Board of Tradedoubler has resolved to launch a rights issue

The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where the publication or distribution of this press release may be unlawful. Please see the important notice at the end of this announcement.

The Board of Directors of Tradedoubler AB (publ) (“Tradedoubler” or the “Company”), has today resolved, by exercising the authorization form the annual general meeting, to launch a rights issue of ordinary shares of approximately SEK 50.5 million with pre-emptive rights for Tradedoubler’s shareholders. The Company’s largest shareholder Reworld Media S.A (“Reworld”) has undertaken to subscribe for its pro rata share in the rights issue as well as guaranteed to subscribe for additional shares for a maximum of approximately SEK 3.8 million resulting in that approximately 59.4 percent of the rights issue is secured.  

The rights issue in brief

• The main purposes of the rights issue of approximately SEK 50.5 million, before rights issue costs, are to finance the Company’s repayment of loan to its main shareholder as well as funding a future earn-out payment relating to the acquisition of Kaha GmbH.
• The rights issue is secured by subscription undertakings and guarantee commitments to almost 59.4 percent. 
• Each existing ordinary share entitles to one (1) subscription right. Three (3) subscription rights entitle to subscription for one (1) new ordinary share. The subscription price amounts to SEK 3.30 per new ordinary share. 
• Record date for participation in the rights issue is 10 September 2024. 
• The subscription period will run from 12 September 2024 up to and including 26 September 2024. 

Background and reasons

On the balance day for the second quarter for 2024, Tradedoubler has an outstanding loan of approximately EUR 7 million to its main shareholder Reworld. Of these, EUR 4 million falls due for payment during the first half-year of 2025 and Tradedoubler is evaluating on how to handle the repayment and as a step in that process, the Board has resolved on the rights issue. In addition, Tradedoubler has acquired all outstanding shares in Kaha GmbH, where an earn-out payment based on the 2024 results shall be paid during the first quarter of 2025. Based on the current estimates, such earn-out payment may be around SEK 20 million.

Terms and conditions of the rights issue

The record day for the right to participate in the rights issue is 10 September 2024 Shareholders will receive one (1) subscription right for each share held on the record day. Three (3) subscription rights give the right to subscribe for one (1) new share for the subscription price of SEK 3.30 per ordinary share and the subscription period will run from 12 September 2024 up to and including 26 September 2024. 

The rights issue will increase the Company’s share capital by no more than SEK 6,123 ,659.60 to a maximum of SEK 24,494,639.20. The number of ordinary shares will increase by no more than 15,309,149 new ordinary shares to a maximum of 61,236,598 ordinary shares. The ownership percentage of shareholders who choose not to participate in the rights issue will be diluted by up to approximately 25 percent, but have the option of obtaining financial compensation for the dilution effect by selling their subscription rights.

Subscription undertakings and guarantee commitments

The Company’s largest shareholder support the rights issue. Reworld, representing just over 50 percent of the Company’s share capital, has undertaken to subscribe for its pro rata share in the rights issue as well as guaranteed to subscribe for additional shares for a maximum of approximately SEK 3.8 million. Reworld has announced that they intend to pay for the new shares through setting off part of the loan described above. The Board intends to approve such set-off in connection with subscription and allotment.

Preliminary timetable for the rights issue

Last day of trading in the share with right to participate in the rights issue	6 September 2024
Estimated day for publication of the prospectus	9 September 2024
First day of trading in the share without right to participate in the rights issue	9 September 2024
Record date, shareholders who are registered in the share register this day will obtain subscription rights that entitle to participation in the rights issue	10 September 2024
Trading in subscription rights. Shareholders who do not want to subscribe for shares in the rights issue can sell their subscription rights during this period in order to realise their value	12 – 23 September 2024
Subscription period	12 – 26 September 2024
Trading in paid subscribed shares (BTA)	12 September – 11 October 2024
Expected announcement of the outcome in the rights issue	30 September 2024

Legal advisor and issuer agent

KANTER Attorneys is legal advisor to Tradedoubler in connection with the rights issue and Aqurat Fondkommission is issuer agent.

For further information, please contact:

Matthias Stadelmeyer, President and CEO, telephone +46 8 405 08 00  

E-mail: [email protected]

This information is information that Tradedoubler AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17:31 on 3 September 2024.

Important information

This press release does not contain and does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights, BTAs, convertibles or other securities in Tradedoubler. The offer to relevant persons regarding the subscription of shares in Tradedoubler will only be made through the prospectus, to be prepared in Swedish only, that Tradedoubler will publish on its website after approval and registration with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

The information in this press release may not be disclosed, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa or the United States or any other jurisdiction where distribution or publication would be illegal or require registration or other measures than those that follow from Swedish law. Actions that violate these restrictions may constitute a violation of applicable securities laws.

No shares, warrants, BTAs, convertibles or other securities have been registered, and no shares, warrants, BTAs, convertibles or other securities will be registered under the United States Securities Act of 1933 as currently amended (“Securities Act”) or the securities legislation of any state or other jurisdiction of the United States and no shares, warrants, BTAs, convertibles or other securities may be offered, sold, or otherwise transferred, directly or indirectly, within or into the United States, 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.

In all EEA Member States ("EEA"), other than Sweden, Denmark, Finland and Norway, this press release is intended for and is directed only to qualified investors in the relevant Member State as defined in the Regulation (EU) 2017/1129 (together with associated delegated regulations and implementing regulations, the “Prospectus Regulation”), i.e. only to those investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this press release is directed and communicated only to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (as incorporated into domestic law in the United Kingdom) who are (i) persons who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (“the Regulation”), or (ii) persons covered by Article 49(2)(a) - (d) in the Regulation, or (iii) persons to whom the information may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as “Relevant Persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be processed in respect of Relevant Persons. Persons who are not Relevant Persons should not act based on or rely on the information contained in this press release.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

Forward-looking statements

Matters discussed in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will", “may”, “continues”, “should” and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although Tradedoubler believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, contingencies and other material factors that are difficult or impossible to predict and beyond its control. Such risks, uncertainties, contingencies and material factors could cause actual results to differ materially from those expressed or implied in this communication through the forward-looking statements. The information, perceptions and forward-looking statements contained in press release speak only as at its date, and are subject to change without notice. Tradedoubler undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or other circumstances, except for when it is required by law or other regulations. Accordingly, investors are cautioned not to place undue reliance on any of these forward-looking statements.

Information to distributors

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 Tradedoubler 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 “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Tradedoubler may decline and investors could lose all or part of their investment; the shares in Tradedoubler offer no guaranteed income and no capital protection; and an investment in the shares in Tradedoubler 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the 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 Tradedoubler.

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