The exercise price for the warrants of series TO1 in Realfiction Holding AB has been determined to SEK 11.46 and the exercise period starts tomorrow, 9 November 2021

Not for release, publication or distribution in whole or in part, directly or indirectly, in the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or any other jurisdiction where such release, publication or distribution would be unlawful or would require registration or any other measures. Please refer to important information at the end of the press release.

Realfiction Holding AB (“Realfiction” or the “Company”) completed a directed issue of units during the fourth quarter of 2020. One (1) unit consisted of five (5) newly issued shares and two (2) warrant of series TO1. Each warrant gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO1 has been determined to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market during the measurement period, from 25 October 2021, up until 5 November 2021, however not lower than the quota value of the Company’s share and not higher than SEK 26.85. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 16.38, therefore, the exercise price for the warrants of series TO1 is set to SEK 11.46. The exercise period for warrants of series TO1 runs from 9 November 2021, up to and including 22 November 2021.

If all the warrants of series TO1 are exercised, the Company will receive approximately SEK 17.5 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than 22 November 2021 or sell the warrants no later than 15 November 2021. Please observe that certain nominees might close their application earlier than 22 November 2021.

An independent document with complete terms and conditions for the warrants will be available at the Company's website, www.realfiction.com.

Summarized terms for the warrants of series TO1:
Exercise period: 9 November – 22 November 2021.

Issue size: 1,527,789 warrants of series TO1, which entitles to subscription of 1,527,789 shares. If all the warrants are exercised, The Company will receive approximately SEK 17.5 million before issuing costs.

Exercise price: SEK 11.46 per share.

Last day for trading warrants of series TO1: 15 November 2021.

Dilution etc.: If all warrants are exercised the share capital will increase with SEK 152,778.9, from SEK 1,824,144.2 to SEK 1,976,923.1. If all warrants are exercised the number of shares will increase with 1,527,789 shares, from 18,241,442 shares to 19,769,231 shares. The dilution at exercise of all warrants amounts to 7.7 percent of the number of shares and 7.7 percent of the number of votes for existing shareholders.

Note that the warrants that are not exercised at the latest 22 November 2021, or sold at the latest 15 November 2021, will expire without value. For the warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.

How warrants are exercised:

Nominee-registered warrants (Custody account)
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)
No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment will be available at Realfiction’s website, www.realfiction.com and on Mangold Fondkommission AB’s website, www.mangold.se.

Advisers
Mangold Fondkommission AB is financial adviser and Eversheds Sutherland Advokatbyrå AB is legal advisor to Realfiction regarding the warrants.

For questions regarding the warrants, please contact:
Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: [email protected]